EX-10.1.78 139 d444736dex10178.htm AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT Amendment No. 7 and Incremental Term Loan Assumption Agreement

EXHIBIT 10.1.78

EXECUTION VERSION

The taking of this document or any certified copy of it or any other 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 email communication which refers to this document in Austria or sending any email communication to which a PDF scan of this document is attached to an Austrian addressee or sending any email communication carrying an electronic or digital signature which refers to this 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 this document in Austria or sending any email communication to which a PDF scan of this document is attached to an Austrian addressee or sending any email communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT dated as of September 28, 2012 (this “Amendment and Assumption Agreement” or “Agreement”), related to the Second Amended and Restated Credit Agreement dated as of August 9, 2011 (as amended, supplemented or modified prior to the date hereof, the “Existing Credit Agreement”; and as amended and restated by this Amendment and Assumption Agreement, the “Third Amended and Restated Credit Agreement”), by and among Reynolds Group Holdings Inc. (“RGHI”), Pactiv LLC, Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Evergreen Packaging Inc., Reynolds Consumer Products Inc., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Reynolds Group Holdings Limited (“Holdings”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit Suisse AG, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

A. Pursuant to the terms of the Existing Credit Agreement, (a) the Tranche B Term Lenders (as defined therein) made to the U.S. Term Borrowers (as defined therein) Tranche B Term Loans (as defined therein), (b) the Tranche C Term Lenders (as defined therein) made to the U.S. Term Borrowers (as defined therein) Tranche C Term Loans (as defined therein) and (c) the European Term Lenders (as defined therein) made to the European Term Borrowers (as defined therein) European Term Loans (as defined therein and, together with the Tranche B Term Loans and the Tranche C Term Loans outstanding immediately prior to the Third Restatement Date (as defined below), the “Existing Outstanding Term Loans”).

B. Pursuant to Section 9.21 of the Third Amended and Restated Credit Agreement, Holdings wishes to designate each of Evergreen Packaging Inc., Reynolds Consumer Products Inc. and Beverage Packaging Holdings (Luxembourg) III S.à r.l. as a Borrower.

C. Evergreen Packaging Inc., Reynolds Consumer Products Inc. and Beverage Packaging Holdings (Luxembourg) III S.à r.l. have, as of the date hereof, each satisfied the requirements set out in Section 9.21 of the Third Amended and Restated Credit Agreement (including, delivery by each of Evergreen Packaging Inc., Reynolds Consumer Products Inc. and Beverage Packaging Holdings (Luxembourg) III S.à r.l. of a Borrowing Subsidiary Agreement, dated as of the date hereof, to the Administrative Agent), and therefore, each of Evergreen Packaging Inc., Reynolds Consumer Products Inc. and Beverage Packaging Holdings (Luxembourg) III S.à r.l. is designated as a Borrower pursuant to the terms of the Third Amended and Restated Credit Agreement.

D. Holdings and the U.S. Term Borrowers (which term shall include, for the avoidance of doubt, Evergreen Packaging Inc., Reynolds Consumer Products Inc. and Beverage Packaging Holdings (Luxembourg) III S.à r.l.) have requested that the U.S. Term Lenders commit to make Incremental Term Loans to the U.S. Term Borrowers in an aggregate principal amount not in excess of $2,235,000,000 (the “Incremental U.S. Term Loans”). Holdings and the European Term Borrowers (together with the U.S. Term Borrowers, the “New Incremental Term Borrowers”) have requested that the European Term Lenders (together with the U.S. Term Lenders, the “New Incremental Term Lenders”) commit to make Incremental Term Loans to the European Term Borrowers (which term shall include, for the avoidance of doubt, Beverage Packaging Holdings (Luxembourg) III S.à r.l.) in an aggregate principal amount not in excess of €300,000,000 (the “Incremental European Term Loans” and, together with the Incremental U.S. Term Loans, the “New Incremental Term Loans”). The proceeds of the New Incremental Term Loans, together with funds otherwise available to Holdings and its Subsidiaries, will be used to prepay in full the Existing Outstanding Term Loans, and may also be used to pay all accrued interest thereon and other amounts, if any, payable with respect thereto and fees and expenses in connection with the foregoing (collectively, the “Transactions”) and for other general corporate purposes of Holdings and the Subsidiaries, including repayment of Revolving Loans, if any.

E. Holdings and the Borrowers have further requested that the Required Lenders (as defined in the Existing Credit Agreement) agree to the amendments to the Existing Credit Agreement provided for herein.

F.(i) The New Incremental Term Lenders are willing to make the New Incremental Term Loans to the New Incremental Term Borrowers and (ii) the New Incremental Term Lenders and the Required Lenders are willing to agree to the amendments to the Existing Credit Agreement provided for herein, in each case on the terms set forth herein and in the Third Amended and Restated Credit Agreement and subject to the conditions set forth herein.

 

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G. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Third Amended and Restated Credit Agreement.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms; Interpretation; Etc. The rules of construction set forth in Section 1.02 of the Existing Credit Agreement shall apply mutatis mutandis to this Amendment and Assumption Agreement. This Amendment and Assumption Agreement shall be a “Loan Document” and, to the extent it relates to the making of Incremental Term Loans of one or more Classes, an “Incremental Assumption Agreement” with respect to each such Class for all purposes of the Third Amended and Restated Credit Agreement and the other Loan Documents.

SECTION 2. Amendments to Credit Agreement. Effective as of the Third Restatement Date, the Existing Credit Agreement, together with all Schedules, Exhibits and other attachments thereto, is hereby amended and restated to be in the form of Annex A.

SECTION 3. Incremental Term Loans. (a) Each U.S. Term Lender agrees, severally and not jointly, to make, on the Third Restatement Date, a New Incremental Term Loan to the applicable New Incremental Term Borrowers in Dollars and in a principal amount not to exceed the amount set forth next to such U.S. Term Lender’s name on Schedule I (the “Incremental U.S. Term Loan Commitments”). Each European Term Lender agrees, severally and not jointly, to make, on the Third Restatement Date, a New Incremental Term Loan to the applicable New Incremental Term Borrowers in Euro and in a principal amount not to exceed the amount set forth next to such European Term Lender’s name on Schedule I (the “Incremental European Term Loan Commitments” and, together with the Incremental U.S. Term Loan Commitments, the “New Incremental Term Loan Commitments”). The New Incremental Term Loan Commitments and the New Incremental Term Loans of each Class shall have the terms set forth for Term Loan Commitments and Term Loans of such Class in the Third Amended and Restated Credit Agreement.

(b) The New Incremental Term Loan Commitment of each New Incremental Term Lender shall automatically terminate upon the making of the New Incremental Term Loan by such New Incremental Term Lender on the Third Restatement Date.

(c) The proceeds of the New Incremental Term Loans are to be used solely for the purposes set forth in Recital D of this Amendment and Assumption Agreement.

 

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(d) Notwithstanding anything to the contrary in the Existing Credit Agreement and the Third Amended and Restated Credit Agreement (and notwithstanding the limitations set forth in Section 2.23 therein) the Required Lenders hereby consent to the making of the New Incremental Term Loans on the Third Restatement Date.

SECTION 4. Conditions Precedent to Borrowing of New Incremental Term Loans and Effectiveness of Amendment. The effectiveness of this Amendment and Assumption Agreement, and the obligations of the New Incremental Term Lenders to make the New Incremental Term Loans hereunder shall be subject to the satisfaction of the following conditions precedent (the date (which must be a Business Day) on which such conditions precedent are satisfied or waived and the New Incremental Term Loans are funded being referred to herein as the “Third Restatement Date”):

(a) The Administrative Agent shall have received a Borrowing Request with respect to the New Incremental Term Loans (which Borrowing Request may be given at any time prior to 10:00 a.m., New York City time, on the Business Day immediately prior to the Third Restatement Date).

(b) The Administrative Agent shall have received counterparts of this Amendment and Assumption Agreement that, when taken together, bear the signatures of (i) each Loan Party, (ii) the Administrative Agent, (iii) the Required Lenders and (iv) each New Incremental Term Lender.

(c) Subject to the Agreed Securities Principles and, in the case of the Limited Loan Parties, the limitations set forth in Schedule II, on the Third Restatement Date, each of the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Third Amended and Restated Credit Agreement shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of Holdings.

(d) Subject to the Agreed Security Principles and, in the case of the Limited Loan Parties, the limitations set forth in Schedule II, the Administrative Agent shall have received legal opinions, corporate authorizations and closing certificates (similar in type to those described in clauses (i), (ii), (iii) and (iv) of Section 4.02(c) of the Original Credit Agreement) reasonably requested by the Administrative Agent for each Loan Party that is not a Limited Loan Party.

(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Third Restatement Date and, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the New Incremental Term Borrowers hereunder or the other Borrowers under any other Loan Document.

 

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(f) The Collateral Agents and each Loan Party that is not a Limited Loan Party shall have executed and delivered to the Administrative Agent a reaffirmation agreement (the “Reaffirmation Agreement”), substantially in the form attached hereto as Exhibit A, and other amendments, supplements and confirmations of existing Loan Documents reasonably requested by the Administrative Agent (it being understood that the documentation required to be delivered shall, in any event, be no more onerous to Holdings and the Subsidiaries than the documentation required to be delivered on the Amendment No. 6 Effective Date), in each case subject to the Agreed Security Principles and, with respect to the Limited Loan Parties, the limitations, qualifications and other provisions set forth in Schedule II, and in each case with any modifications necessary to reflect the Transactions and such other modifications that are reasonably satisfactory to Holdings and the Administrative Agent.

SECTION 5. Representations and Warranties. To induce the other parties hereto to enter into this Amendment and Assumption Agreement, each Loan Party party hereto represents and warrants to the Administrative Agent and each of the Lenders (including the New Incremental Term Lenders), with respect to itself, that, as of the Third Restatement Date, this Amendment and Assumption Agreement has been duly authorized, executed and delivered by such Loan Party, and, subject to the Legal Reservations and, solely with respect to the Limited Loan Parties, the limitations and qualifications set forth in Schedule II, constitutes a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms. The Third Amended and Restated Credit Agreement, subject to the Legal Reservations and, solely with respect to the Limited Loan Parties, the limitations and qualifications set forth in Schedule II, constitutes a legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with its terms.

SECTION 6. Effect of Amendment and Restatement. The Third Amended and Restated Credit Agreement shall, except as otherwise expressly set forth herein or therein, supersede the Existing Credit Agreement from and after the Third Restatement Date. Except as expressly set forth herein or in the Third Amended and Restated Credit Agreement, neither this Amendment and Assumption Agreement, nor the Third Amended and Restated Credit Agreement, shall by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agents under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. Except as expressly provided for herein with respect to the Transactions, none of (i) this Amendment and Assumption Agreement, (ii) the

 

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Third Amended and Restated Credit Agreement or (iii) any other Loan Document executed and delivered in connection herewith shall constitute a novation, payment and reborrowing or complete or partial termination of the Bank Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the Third Restatement Date. Subject to the limitations set forth in Schedule II, the Liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Bank Obligations under the Existing Credit Agreement are in all respects continuing and in full force and effect with respect to all Bank Obligations. After the date hereof, any reference in any Loan Document to the Existing Credit Agreement shall be deemed to refer without further amendment to the Third Amended and Restated Credit Agreement.

SECTION 7. Consent. Each Loan Party (solely in the case of the Limited Loan Parties subject to the limitations set forth in Schedule II) hereby consents to this Amendment and Assumption Agreement and the transactions contemplated hereby.

SECTION 8. Post-Effective Matters. Within the time periods set forth in Schedule III or such later date as may be agreed by the Administrative Agent in its sole discretion, the Loan Parties identified on Schedule III shall enter into, subject to the Agreed Security Principles, all agreements and do all things required to be entered into and done by them as set forth in Schedule III, with each such required agreement to be in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 9. Notices. All notices hereunder shall be given in accordance with the provisions of Section 9.01 of the Third Amended and Restated Credit Agreement.

SECTION 10. Counterparts. This Amendment and Assumption Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment and Assumption Agreement by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 11. Applicable Law. THIS AMENDMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING

 

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OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT AND ASSUMPTION AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND ASSUMPTION AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.

SECTION 13. Jurisdiction; Consent to Service of Process. (a) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York state court or Federal court of the United States of America sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment and Assumption Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court; provided that solely for the purpose of enforcement of the rights of the Administrative Agent, any Collateral Agent and any Lender under this Amendment and Assumption Agreement in Austria, each Loan Party hereby irrevocably and unconditionally also submits, for itself and its property to the jurisdiction of the courts of England. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Amendment and Assumption Agreement shall affect any right that the Administrative Agent, the Collateral Agents or any Lender may otherwise have to bring any action or proceeding relating to this Amendment and Assumption Agreement against any Borrower, Holdings or their respective properties in the courts of any jurisdiction.

(b) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment and Assumption Agreement in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Amendment and Assumption Agreement irrevocably, to the extent permitted under applicable law, consents to service of process in the manner provided for notices in Section 9.01 of the Third Amended and Restated Credit Agreement. Nothing in this Amendment and Assumption Agreement will affect the right of any party to this Amendment and Assumption Agreement to serve process in any other manner permitted by law.

 

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(d) Each Loan Party hereby irrevocably designates and appoints RGHI as its authorized agent upon which process may be served in any action, suit or proceeding arising out of or relating to this Amendment and Assumption Agreement that may be instituted by the Administrative Agent, any Collateral Agent or any Lender in any Federal or state court in the State of New York. Each Loan Party hereby agrees that service of any process, summons, notice or document by U.S. registered mail addressed to RGHI, with written notice of said service to such Loan Party at the address set forth in Section 9.01 of the Third Amended and Restated Credit Agreement shall be effective service of process for any action, suit or proceeding brought in any such court.

SECTION 14. Headings. The headings of this Amendment and Assumption Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 15. Austrian Stamp Duty, Etc. The parties hereto agree that the provisions of Sections 9.19 (Place of Performance) and 9.20 (Austrian Stamp Duty) of the Third Amended and Restated Credit Agreement and the provisions of Sections 5.15 (Place of Performance) and 5.16 (Austrian Stamp Duty) of the First Lien Intercreditor Agreement shall apply to this Amendment and Assumption Agreement as if incorporated herein mutatis mutandis.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

 

REYNOLDS GROUP HOLDINGS LIMITED
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Authorised Signatory
        and witnessed by /s/ Karen Mower
  Name:   Karen Mower
  Address:   Sydney, Australia
  Occupation:   Lawyer

 

[SIGNATURE PAGE TO AMENDMENT NO. 7]

REYNOLDS GROUP HOLDINGS INC.
        By:  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Secretary

 

[SIGNATURE PAGE TO AMENDMENT NO. 7]

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
        By:  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Vice President and Secretary

 

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Australia

 

Signed, sealed and delivered by WHAKATANE MILL AUSTRALIA PTY LIMITED (ACN 143793659) by the party’s attorney pursuant to power of attorney dated September 3, 2012 who states that no notice of revocation of the power of attorney has been received in the presence of:  

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/s/ Karen Mower

    

/s/ Cindi Lefari

Witness     Attorney

/s/ Karen Mower

Name of Witness

    

Cindi Lefari

Name of Attorney

 

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Austria

 

SIG AUSTRIA HOLDING GMBH
        By:  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Attorney

 

SIG COMBIBLOC GMBH
        By:  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Attorney

 

SIG COMBIBLOC GMBH & CO. KG

 

REPRESENTED BY ITS GENERAL

PARTNER SIG COMBIBLOC GMBH

        By:  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Attorney

 

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Brazil

 

CLOSURE SYSTEMS INTERNATIONAL

(BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.

        By  

/s/ Chiara Brophy

  Name:   Chiara Brophy
  Title:   Attorney in Fact

 

SIG BEVERAGES BRASIL LTDA.
        By  

/s/ Chiara Brophy

  Name:   Chiara Brophy
  Title:   Attorney in Fact

 

SIG COMBIBLOC DO BRASIL LTDA.
        By  

/s/ Ricardo Lança Rodriguez

  Name:   Ricardo Lança Rodriguez
  Title:   General Director
        By  

/s/ Rodrigo Dasur Salomào

  Name:   Rodrigo Dasur Salomào
  Title:   Director of Finance

 

[SIGNATURE PAGE TO AMENDMENT NO. 7]

British Virgin Islands

 

CSI LATIN AMERICAN HOLDINGS CORPORATION
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Attorney

 

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Canada

 

EVERGREEN PACKAGING CANADA LIMITED
        By  

/s/ Thomas J. Degnan

  Name:   Thomas J. Degnan
  Title:   Authorized Signatory
        By  

/s/ Allen P. Hugli

  Name:   Allen P. Hugli
  Title:   Authorized Signatory
PACTIV CANADA INC.
        By  

/s/ Thomas J. Degnan

  Name:   Thomas J. Degnan
  Title:   Authorized Signatory
        By  

/s/ Allen P. Hugli

  Name:   Allen P. Hugli
  Title:   Authorized Signatory

 

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Costa Rica

 

CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA SOCIEDAD DE RESPONSABILIDAD LIMITADA
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Attorney-in-Fact

 

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Germany

 

CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Authorized Signatory

CLOSURE SYSTEMS INTERNATIONAL

HOLDINGS (GERMANY) GMBH

        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Authorized Signatory

OMNI-PAC EKCO GMBH

VERPACKUNGSMITTEL

        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Authorized Signatory
OMNI-PAC GMBH VERPACKUNGSMITTEL
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Authorized Signatory

PACTIV DEUTSCHLAND

HOLDINGGESELLSCHAFT MBH

        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Authorized Signatory

 

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Germany

 

SIG BEVERAGES GERMANY GMBH
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Authorized Signatory
SIG COMBIBLOC GMBH
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Authorized Signatory
SIG COMBIBLOC HOLDING GMBH
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Authorized Signatory
SIG COMBIBLOC SYSTEMS GMBH
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Authorized Signatory
SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Authorized Signatory

 

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Germany

 

SIG EURO HOLDING AG & CO. KGAA

towards all parties to this Agreement other than SIG Schweizerische Industrie-Gesellschaft AG, acting through its general partner (Komplementär) SIG Schweizerische Industrie-Gesellschaft AG

        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Authorized Signatory

towards SIG Schweizerische Industrie-Gesellschaft AG, acting through its supervisory board (Aufsichtsrat), represented by the chairman of the supervisory board acting as a representative without power of attorney (Veritreter ohne Vertretungsmacht) subject to the subsequent ratification and approval of its action by the supervisory board (Aufsichtsrat) and under exclusion of any personal liability

 

/s/ Rolf Stangl

  Name:   Rolf Stangl
  Title:   Chairman of the supervisory board
SIG INFORMATION TECHNOLOGY GMBH
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Authorized Signatory
SIG INTERNATIONAL SERVICES GMBH
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Authorized Signatory

 

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Germany

 

SIG BETEILIGUNGS GMBH
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Authorized Signatory

 

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Channel Islands

 

SIG ASSET HOLDINGS LTD.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory

Hong Kong

 

CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Attorney
EVERGREEN PACKAGING (HONG KONG) LIMITED
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Attorney
SIG COMBIBLOC LIMITED
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Attorney

Hungary

 

CSI HUNGARY KFT.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Attorney

Japan

 

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Attorney
CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Attorney

Luxembourg

 

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a public limited liability company (société anonyme) with 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 128.592
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory

Luxembourg

 

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L., a private limited liability company (société à responsabilité limitée) with 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 165957 and having a share capital of EUR 12,500
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a private limited liability company (société à responsabilité limitée) with 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 128.135 and having a share capital of EUR 404,969,325
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory

Luxembourg

 

EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with 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 152.662 and having a share capital of EUR 12,500
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorised Signatory
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a public limited liability company (société anonyme) with 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 148.957
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorised Signatory

Mexico

 

BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory
CSI EN ENSENADA, S. DE R.L. DE C.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory
CSI EN SALTILLO, S. DE R.L. DE C.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory
CSI TECNISERVICIO, S. DE R.L. DE C.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory
EVERGREEN PACKAGING MÉXICO, S. DE R.L. DE C.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory

Mexico

 

GRUPO CSI DE MÉXICO, S. DE R.L. DE C.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory
REYNOLDS METALS COMPANY DE MÉXICO, S. DE R.L. DE C.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory
TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory
PACTIV FOODSERVICE MÉXICO, S. DE R.L. DE C.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory

Mexico

 

GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory
SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory
SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory
PACTIV MÉXICO, S. DE R.L. DE C.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory

The Netherlands

 

CLOSURE SYSTEMS INTERNATIONAL B.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Its authorized representative: Attorney
EVERGREEN PACKAGING INTERNATIONAL B.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Its authorized representative: Attorney
REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Its authorized representative: Attorney
REYNOLDS PACKAGING INTERNATIONAL B.V.
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Its authorized representative: Attorney

New Zealand

 

WHAKATANE MILL LIMITED
        By  

/s/ Karen M. Mower

  Name:   Karen M. Mower
  Title:   Authorized Signatory
and witnessed by
 

/s/ Jennie Blizard

  Name:   Jennie Blizard
  Address:   Lawyer
  Occupation: Sydney, Australia

Switzerland

 

SIG ALLCAP AG
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Attorney
SIG COMBIBLOC GROUP AG
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Attorney
SIG COMBIBLOC PROCUREMENT AG
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Attorney
SIG COMBIBLOC (SCHWEIZ) AG
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Attorney
SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Attorney

Switzerland

 

SIG TECHNOLOGY AG
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Attorney

Thailand

 

SIG COMBIBLOC LIMITED
        By  

/s/ Cindi Lefari

  Name:   Cindi Lefari
  Title:   Attorney

United Kingdom

 

CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED
        By  

/s/ Karen M. Mower

  Name:   Karen Michelle Mower
  Title:   Attorney
IVEX HOLDINGS, LTD.
        By  

/s/ Karen M. Mower

  Name:   Karen Michelle Mower
  Title:   Attorney
J. & W. BALDWIN (HOLDINGS) LIMITED
        By  

/s/ Karen M. Mower

  Name:   Karen Michelle Mower
  Title:   Attorney
KAMA EUROPE LIMITED
        By  

/s/ Karen M. Mower

  Name:   Karen Michelle Mower
  Title:   Attorney
OMNI-PAC U.K. LIMITED
        By  

/s/ Karen M. Mower

  Name:   Karen Michelle Mower
  Title:   Attorney

United Kingdom

 

REYNOLDS CONSUMER PRODUCTS (UK) LIMITED
        By  

/s/ Karen M. Mower

  Name:   Karen Michelle Mower
  Title:   Attorney
REYNOLDS SUBCO (UK) LIMITED
        By  

/s/ Karen M. Mower

  Name:   Karen Michelle Mower
  Title:   Attorney
SIG COMBIBLOC LIMITED
        By  

/s/ Karen M. Mower

  Name:   Karen Michelle Mower
  Title:   Attorney
SIG HOLDINGS (UK) LIMITED
        By  

/s/ Karen M. Mower

  Name:   Karen Michelle Mower
  Title:   Attorney
THE BALDWIN GROUP LIMITED
        By  

/s/ Karen M. Mower

  Name:   Karen Michelle Mower
  Title:   Attorney

United States

 

BAKERS CHOICE PRODUCTS, INC.
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Assistant Secretary
BCP/GRAHAM HOLDINGS L.L.C.
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
BLUE RIDGE HOLDING CORP.
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
BRPP, LLC
BY: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
BLUE RIDGE PAPER PRODUCTS INC.
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary

United States

 

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
        By  

/s/ Stephanie Blackman

  Name:   Stephanie Blackman
  Title:   Secretary
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.
        By  

/s/ Stephanie Blackman

  Name:   Stephanie Blackman
  Title:   Secretary
CLOSURE SYSTEMS INTERNATIONAL INC.
        By  

/s/ Stephanie Blackman

  Name:   Stephanie Blackman
  Title:   Secretary
CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
        By  

/s/ Stephanie Blackman

  Name:   Stephanie Blackman
  Title:   Secretary

United States

 

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
        By  

/s/ Stephanie Blackman

  Name:   Stephanie Blackman
  Title:   Secretary
CSI MEXICO LLC
        By  

/s/ Stephanie Blackman

  Name:   Stephanie Blackman
  Title:   Secretary
CSI SALES & TECHNICAL SERVICES INC.
        By  

/s/ Stephanie Blackman

  Name:   Stephanie Blackman
  Title:   Secretary
EVERGREEN PACKAGING INC.
        By  

/s/ John C. Pekar

  Name:   John C. Pekar
  Title:   Assistant Secretary
EVERGREEN PACKAGING INTERNATIONAL (US) INC.
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary

United States

 

EVERGREEN PACKAGING USA INC.
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
GPACSUB LLC
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
GPC CAPITAL CORP. I
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
GPC CAPITAL CORP. II
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
GPC HOLDINGS LLC
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary

United States

 

GPC OPCO GP LLC
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
GPC SUB GP LLC
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
GRAHAM PACKAGING ACQUISITION CORP.
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
GRAHAM PACKAGING COMPANY INC.
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary

GRAHAM PACKAGING COMPANY, L.P.

 

BY: GPC OPCO GP LLC, its General Partner

        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary

United States

 

GRAHAM PACKAGING GP ACQUISITION LLC
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
GRAHAM PACKAGING HOLDINGS COMPANY
BY: BCP/GRAHAM HOLDINGS L.L.C., its General Partner
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
GRAHAM PACKAGING LC, L.P.
BY: GRAHAM PACKAGING GP ACQUISITION LLC, its General Partner
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
GRAHAM PACKAGING LP ACQUISITION LLC
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
GRAHAM PACKAGING MINSTER LLC
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary

United States

 

GRAHAM PACKAGING PET TECHNOLOGIES INC.
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President, Secretary and
General Counsel
GRAHAM PACKAGING PLASTIC PRODUCTS INC.
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President, Secretary and
General Counsel
GRAHAM PACKAGING PX COMPANY
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President, Secretary and
General Counsel
GRAHAM PACKAGING PX HOLDING CORPORATION
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
GRAHAM PACKAGING PX, LLC
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary

United States

 

GRAHAM PACKAGING REGIOPLAST STS INC.
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
GRAHAM PACKAGING WEST JORDAN, LLC
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
GRAHAM RECYCLING COMPANY, L.P.
BY: GPC SUB GP LLC, its General Partner
        By  

/s/ Joseph B. Hanks

  Name:   Joseph B. Hanks
  Title:   Vice President and Secretary
NEWSPRING INDUSTRIAL CORP.
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Vice President
PACTIV GERMANY HOLDINGS, INC.
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Vice President

United States

 

PACTIV INTERNATIONAL HOLDINGS INC.
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Vice President
PACTIV LLC
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Vice President
PACTIV MANAGEMENT COMPANY LLC
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Vice President
PCA WEST INC.
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Vice President

United States

 

PRAIRIE PACKAGING, INC.
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Vice President
PWP INDUSTRIES, INC.
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Vice President
RENPAC HOLDINGS INC.
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Secretary
REYNOLDS CONSUMER PRODUCTS INC.
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Assistant Secretary

United States

 

REYNOLDS FLEXIBLE PACKAGING INC.
        By  

/s/ Joseph E. Doyle

  Name:   Joseph E. Doyle
  Title:   Vice President and Assistant Secretary
REYNOLDS FOOD PACKAGING LLC
        By  

/s/ Joseph E. Doyle

  Name:   Joseph E. Doyle
  Title:   Vice President and Assistant Secretary
REYNOLDS GROUP ISSUER INC.
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Secretary

United States

 

REYNOLDS GROUP ISSUER LLC
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Secretary
REYNOLDS MANUFACTURING, INC.
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Secretary
REYNOLDS PACKAGING HOLDINGS LLC
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Vice President and Secretary
REYNOLDS PACKAGING KAMA INC.
        By  

/s/ Joseph E. Doyle

  Name:   Joseph E. Doyle
  Title:   Vice President and Assistant Secretary
REYNOLDS PACKAGING LLC
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Assistant Secretary

United States

 

REYNOLDS PRESTO PRODUCTS INC.
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Assistant Secretary
REYNOLDS SERVICES INC.
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Secretary
SIG COMBIBLOC INC.
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Assistant Secretary
SIG HOLDING USA, LLC
        By  

/s/ Helen Dorothy Golding

  Name:   Helen Dorothy Golding
  Title:   Assistant Secretary
SOUTHERN PLASTICS, INC.
        By  

/s/ Stephanie Blackman

  Name:   Stephanie Blackman
  Title:   Secretary

United States

 

ULTRA PAC, INC.
        By  

/s/ Joseph E. Doyle

  Name:   Joseph E. Doyle
  Title:   Vice President and Assistant Secretary

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as Administrative Agent,
        by  

/s/ Robert Hetu

  Name:   Robert Hetu
  Title:   Managing Director
        By  

/s/ Kevin Buddhdew

  Name:   Kevin Buddhdew
  Title:   Associate

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   One Wall Street CLO II LTD
       By:   Alcentra NY, LLC, as investment advisor
       by  

/s/ Frank Longobardi

         Name:   Frank Longobardi
         Title:   Senior Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Pacifica CDO V LTD
       By:   Alcentra NY, LLC, as investment advisor
       by  

/s/ Frank Longobardi

         Name:   Frank Longobardi
         Title:   Senior Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Pacifica CDO VI LTD
       By:   Alcentra NY, LLC, as investment advisor
       by  

/s/ Frank Longobardi

         Name:   Frank Longobardi
         Title:   Senior Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Prospero CLO II B.V.
       By:   Alcentra NY, LLC, as investment advisor
       by  

/s/ Frank Longobardi

         Name:   Frank Longobardi
         Title:   Senior Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   US Bank Loan Fund (M) Master Trust
       By:   Alcentra NY, LLC, as investment advisor
       by  

/s/ Frank Longobardi

         Name:   Frank Longobardi
         Title:   Senior Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Veritas CLO II, LTD
       By:   Alcentra NY, LLC, as investment advisor
       by  

/s/ Frank Longobardi

         Name:   Frank Longobardi
         Title:   Senior Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Westwood CDO I LTD
       By:   Alcentra NY, LLC, as investment advisor
       by  

/s/ Frank Longobardi

         Name:   Frank Longobardi
         Title:   Senior Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Westwood CDO II LTD
       By:   Alcentra NY, LLC, as investment advisor
       by  

/s/ Frank Longobardi

         Name:   Frank Longobardi
         Title:   Senior Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   AMMC CLO IX, LIMITED
       By:   American Money Management Corp., as
Collateral Manager
       by  

/s/ Chester M. Eng

         Name:   Chester M. Eng
         Title:   Senior Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   AMMC CLO VI, LIMITED
       By:   American Money Management Corp., as
Collateral Manager
       by  

/s/ Chester M. Eng

         Name:   Chester M. Eng
         Title:   Senior Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   AMMC CLO X, LIMITED
       By:   American Money Management Corp., as
Collateral Manager
       by  

/s/ Chester M. Eng

         Name:   Chester M. Eng
         Title:   Senior Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   AMMC CLO XI, LIMITED
       By:   American Money Management Corp., as
         Collateral Manager
       by  

/s/ Chester M. Eng

         Name:   Chester M. Eng
         Title:   Senior Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   AMMC VII, LIMITED
       By:   American Money Management Corp., as
         Collateral Manager
       by  

/s/ Chester M. Eng

         Name:   Chester M. Eng
         Title:   Senior Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   LeverageSource V S.A.R.L.
       by  

/s/ Joe Moroney

         Name:   Joe Moroney
         Title:   Class A Manager
   For any Lender requiring a second signature line:
       by  

/s/ Laurent Ricci

         Name:   Laurent Ricci
         Title:   Class B Manager

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   ARES IIIR/IVR CLO LTD.
ARES IIIR/IVR CLO LTD.
BY:   ARES CLO MANAGEMENT IIIR/IVR, L.P., ITS ASSET MANAGER
BY:   ARES CLO GP IIIR/IVR, LLC, ITS GENERAL PARTNER

 

By:  

/s/ John Eanes

Name:   John Eanes
Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:  ARES VR CLO LTD.
ARES VR CLO LTD.   
BY:  ARES CLO MANAGEMENT VR, L.P., ITS INVESTMENT MANAGER
BY:  ARES CLO GP VR, LLC, ITS GENERAL PARTNER

 

By:  

/s/ John Eanes

Name:   John Eanes
Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES VIR CLO LTD.  
ARES VIR CLO LTD.  
BY:   ARES CLO MANAGEMENT VIR, L.P., ITS INVESTMENT MANAGER
BY:   ARES CLO GP VIR, LLC, ITS GENERAL PARTNER
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES XI CLO LTD.  
ARES XI CLO LTD.  
BY:   ARES CLO MANAGEMENT XI, L.P., ITS ASSET MANAGER
BY:   ARES CLO GP XI, LLC, ITS GENERAL PARTNER
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES XII CLO LTD.  
ARES XII CLO LTD.  
BY:   ARES CLO MANAGEMENT XII, L.P., ITS ASSET MANAGER
BY:   ARES CLO GP XII, LLC, ITS GENERAL PARTNER
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Ares NF CLO XIII Ltd  
Ares NF CLO XIII Ltd  
BY:   Ares NF CLO XIII Management, L.P., its collateral manager
BY:   Ares CLO XIII Management LLC, its general partner
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Ares NF CLO XIV Ltd  
Ares NF CLO XIV Ltd  
BY:   Ares NF CLO XIV Management, L.P., its collateral manager
BY:   Ares NF CLO XIV Management LLC, its general partner
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Ares NF CLO XV Ltd  
Ares NF CLO XV Ltd  
BY:   Ares NF CLO XV Management, L.P., its collateral manager
BY:   Ares NF CLO XV Management LLC, its general partner
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES XVI CLO LTD.
ARES XVI CLO LTD.  
BY:   ARES CLO MANAGEMENT XVI, L.P., ITS ASSET MANAGER
BY:   ARES CLO GP XVI, LLC, ITS GENERAL PARTNER
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES XX CLO LTD.
ARES XX CLO LTD.  
BY:   ARES CLO MANAGEMENT XX, L.P., ITS INVESTMENT MANAGER
BY:   ARES CLO GP XX, LLC, ITS GENERAL PARTNER
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES XXI CLO LTD.
ARES XXI CLO LTD.  
BY:   ARES CLO MANAGEMENT XXI, L.P., ITS INVESTMENT MANAGER
BY:   ARES CLO GP XXI, LLC, ITS GENERAL PARTNER
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES XXII CLO LTD.
ARES XXII CLO LTD.
BY:   ARES CLO MANAGEMENT XXII, L.P., ITS ASSET MANAGER
BY:   ARES CLO GP XXII, LLC, ITS GENERAL PARTNER
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES XXIII CLO LTD.
ARES XXIII CLO LTD.
BY:   ARES CLO MANAGEMENT XXIII, L.P., ITS ASSET MANAGER
BY:   ARES CLO GP XXIII, LLC, ITS GENERAL PARTNER
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES XXIV CLO LTD.
ARES XXIV CLO LTD.
BY:   ARES CLO MANAGEMENT XXIV, L.P., ITS ASSET MANAGER
BY:   ARES CLO GP XXIV, LLC, ITS GENERAL PARTNER
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES SENIOR LOAN TRUST
ARES SENIOR LOAN TRUST
BY:   ARES SENIOR LOAN TRUST MANAGEMENT, L.P., ITS INVESTMENT MANAGER
BY:   ARES SENIOR LOAN TRUST MANAGEMENT, LLC, ITS GENERAL PARTNER
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.
ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.
BY:   ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, L.P., ITS MANAGER
BY:   ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT GP, LLC, AS GENERAL PARTNER
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES ENHANCED CREDIT OPPORTUNITIES FUND II, LTD.
ARES ENHANCED CREDIT OPPORTUNITIES FUND II, LTD.
BY:   ARES ENHANCED CREDIT OPPORTUNITIES INVESTMENT MANAGEMENT II, LLC, ITS MANAGER
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.

 

ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.

BY:

   ARES ENHANCED LOAN MANAGEMENT IR L.P., AS PORTFOLIO MANAGER
BY:   ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER
By:   /s/ John Eanes                                                             
Name:   John Eanes
Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.
ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.
BY:   ARES ENHANCED LOAN MANAGEMENT II, L.P., ITS PORTFOLIO MANAGER
BY:   ARES ENHANCED LOAN II GP, LLC, ITS GENERAL PARTNER
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES ENHANCED LOAN INVESTMENT STRATEGY III, LTD.
ARES ENHANCED LOAN INVESTMENT STRATEGY III, LTD.
BY:   ARES ENHANCED LOAN MANAGEMENT III, L.P., ITS PORTFOLIO MANAGER
BY:   ARES ENHANCED LOAN III GP, LLC, ITS GENERAL PARTNER
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: FUTURE FUND BOARD OF GUARDIANS
FUTURE FUND BOARD OF GUARDIANS
BY:  

ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV, L.P., ITS

INVESTMENT MANAGER (ON BEHALF OF THE ELIS IV SUB ACCOUNT)

BY:  

ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV GP, LLC, ITS

GENERAL PARTNER

By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: FUTURE FUND BOARD OF GUARDIANS
FUTURE FUND BOARD OF GUARDIANS
BY:  

ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV, L.P., ITS

INVESTMENT MANAGER (ON BEHALF OF THE ASIP II SUB-ACCOUNT)

BY:  

ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV GP, LLC,

ITS GENERAL PARTNER

By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: WELLPOINT, INC.   
WELLPOINT, INC.   
BY:   ARES WLP MANAGEMENT, L.P., ITS INVESTMENT MANAGER
BY:   ARES WLP MANAGEMENT GP, LLC, ITS GENERAL PARTNER
By:  

/s/ John Eanes

   
Name:   John Eanes   
Title:   Vice President   

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: GLOBAL LOAN OPPORTUNITY FUND B.V.
GLOBAL LOAN OPPORTUNITY FUND B.V.
BY:    ARES MANAGEMENT LIMITED, ITS PORTFOLIO MANAGER
By:   

/s/ John Eanes

   
Name:    John Eanes   
Title:    Vice President   

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: COMMUNITY INSURANCE COMPANY
COMMUNITY INSURANCE COMPANY
BY:    ARES WLP MANAGEMENT, L.P., ITS INVESTMENT MANAGER

BY:

    ARES WLP MANAGEMENT GP, LLC, ITS GENERAL PARTNER
By:   

/s/ John Eanes

   
Name:    John Eanes   
Title:    Vice President   

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES INSTITUTIONAL LOAN FUND B.V.
ARES INSTITUTIONAL LOAN FUND B.V.   
BY:    ARES MANAGEMENT LIMITED, AS MANAGER
By:   

/s/ John Eanes

   
Name:    John Eanes   
Title:    Vice President   

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: SEI INSTITUTIONAL INVESTMENTS TRUST ENHANCED LIBOR OPPORTUNITIES FUND
SEI INSTITUTIONAL INVESTMENTS TRUST ENHANCED LIBOR OPPORTUNITIES FUND   
BY:   ARES MANAGEMENT LLC, AS PORTFOLIO MANAGER
By:  

/s/ John Eanes

Name:   John Eanes
Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES STRATEGIC INVESTMENT PARTNERS LTD.

ARES STRATEGIC INVESTMENT PARTNERS LTD.
BY:   ARES STRATEGIC INVESTMENT MANAGEMENT LLC, AS INVESTMENT MANAGER
By:  

/s/ John Eanes

  
Name:   John Eanes  
Title:   Vice President  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES STRATEGIC INVESTMENT PARTNERS III, L.P.
ARES STRATEGIC INVESTMENT PARTNERS III, L.P.
BY:   ARES STRATEGIC INVESTMENT GP III, LLC, AS GENERAL PARTNER
By:   /s/ John Eanes                                                             
Name:   John Eanes
Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES EUROPEAN CLO II B.V.
ARES EUROPEAN CLO II B.V.
BY:   ARES MANAGEMENT LIMITED, ITS MANAGER

 

By:  

/s/ Francois Gauvin

Name:   Francois Gauvin
Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: ARES EUROPEAN CLO III B.V.
ARES EUROPEAN CLO III B.V.
BY:   ARES MANAGEMENT LIMITED, ITS MANAGER
By:  

/s/ Francois Gauvin

Name:   Francois Gauvin
Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   AUDAX CREDIT OPPORTUNITIES OFFSHORE LTD.
       by  

/s/ Michael P. McGonigle

         Name:   Michael P. McGonigle
         Title:   Authorized Signatory
  

For any Lender requiring a second signature line:

       by:  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:    
       BABSON CLO LTD. 2005-I
       BABSON CLO LTD. 2005-II
       BABSON CLO LTD. 2005-III
       BABSON CLO LTD. 2006-I
       BABSON CLO LTD. 2006-II
       BABSON CLO LTD. 2007-I
       BABSON CLO LTD. 2011-I
       BABSON CLO LTD. 2012-I
       BABSON CLO LTD. 2012-II
       BABSON MID-MARKET CLO LTD. 2007-II
       CLEAR LAKE CLO, LTD.
       SAPPHIRE VALLEY CDO I, LTD.
       ST. JAMES RIVER CLO, LTD.
       SUMMIT LAKE CLO, LTD.
       By: Babson Capital Management LLC as Collateral Manager
       by  

/s/ Casey McKinney

         Name:   Casey McKinney
         Title:   Director
       BABSON CAPITAL FLOATING RATE INCOME MASTER FUND, L.P.
       BABSON CAPITAL GLOBAL LOANS LIMITED
      

By: Babson Capital Management LLC as

Investment Manager

       by  

/s/ Casey McKinney

         Name:   Casey McKinney
         Title:   Director
       ARROWOOD INDEMNITY COMPANY
       ARROWOOD INDEMNITY COMPANY AS
       ADMINISTRATOR OF THE PENSION PLAN OF
       ARROWOOD INDEMNITY COMPANY

BILL & MELINDA GATES FOUNDATION
TRUST
C.M. LIFE INSURANCE COMPANY
CASCADE INVESTMENT L.L.C.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
STATE INVESTMENT BOARD OF NORTH
DAKOTA
By Babson Capital Management LLC as Investment Adviser
by  

/s/ Casey McKinney

  Name:   Casey McKinney
  Title:   Director
SC PRO LOAN II LIMITED
SWISS CAPITAL PRO LOAN III PLC
By: Babson Capital Management LLC as Sub-Manager
by  

/s/ Casey McKinney

  Name:   Casey McKinney
  Title:   Director
DIAMOND LAKE CLO, LTD.
By: Babson Capital Management LLC as Collateral Servicer
by  

/s/ Casey McKinney

  Name:   Casey McKinney
  Title:   Director
NETT LOAN FUND, LTD.
By: Babson Capital Management LLC as Portfolio Manager
by  

/s/ Casey McKinney

  Name:   Casey McKinney
  Title:   Director
XELO VII LIMITED
By Babson Capital Management LLC as Sub-Advisor
by  

/s/ Casey McKinney

  Name:   Casey McKinney
  Title:   Director

JFIN CLO 2007 LTD.
By: Jefferies Finance LLC as Collateral Manager
by  

/s/ Kevin Stephens

  Name:   Kevin Stephens
  Title:   Closing Manager

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:     Barclays Bank PLC
         by  

/s/ Gerard Jordan

           Name:   Gerard Jordan
           Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:  

BEACON HILL FUNDING

      by  

/s/ Richard Taylor

        Name:   Richard Taylor
        Title:   Authorized Signatory
  For any Lender requiring a second signature line:
      by:  

N/A

        Name:  
        Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   BNP Paribas Flexi III Senior Secured Bank Loan Fund Mogliano
       by  

/s/ Javier Peres Diaz

         Name:   Javier Peres Diaz
         Title:   Portfolio Manager
  For any Lender requiring a second signature line:
       by:  

/s/ Vanessa Ritter

         Name:   Vanessa Ritter
         Title:   Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Global Credit Return Fund N.V. (in relation to the Series 2009-1 Notes)
       by  

/s/ Javier Peres Diaz

         Name:   Javier Peres Diaz
         Title:   Portfolio Manager
   For any Lender requiring a second signature line:
       by  

/s/ Vanessa Ritter

         Name:   Vanessa Ritter
         Title:   Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:  

BATTALION CLO 2007-I, LTD.

     By:  

BRIGADE CAPITAL MANAGEMENT LLC As

Collateral Manager

       by  

/s/ Peter Park

         Name:   Peter Park
         Title:   Associate
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Big River Group Fund SPC Limited
     By:  

BRIGADE CAPITAL MANAGEMENT, LLC As

Investment Manager

       by  

/s/ Peter Park

         Name:     Peter Park
         Title:     Associate
   For any Lender requiring a second signature line:
       by  

 

         Name:    
         Title:    

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Birch Capital Fund SPC Limited-Bond Segregated Portfolio
       by  

/s/ Peter Park

         Name:     Peter Park
         Title:     Associate
   For any Lender requiring a second signature line:
       by  

 

         Name:    
         Title:    

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Brigade Credit Fund II, LTD.
     By:  

BRIGADE CAPITAL MANAGEMENT, LLC

As Investment Manager

       by  

/s/ Peter Park

         Name:   Peter Park
         Title:   Associate
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Los Angeles County Employees Retirement Association/Brigade
     By:   BRIGADE CAPITAL MANAGEMENT, LLC
       As Investment Manager
       by  

/s/ Peter Park

         Name:   Peter Park
     Title:   Associate
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   OCA Brigade Credit Fund II LLC
     By:   BRIGADE CAPITAL MANAGEMENT, LLC
       As Investment Manager
       by  

/s/ Peter Park

         Name:   Peter Park
         Title:   Associate
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:  

Russell Investment Company Russell

Multi-Strategy Alternative Fund

       by  

/s/ Peter Park

         Name:   Peter Park
         Title:   Associate
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Carlyle Arnage CLO, Ltd.
       by  

/s/ Linda Pace

         Name:   Linda Pace
         Title:   Managing Director
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Carlyle Azure CLO, Ltd.
       by  

/s/ Linda Pace

         Name:     Linda Pace
         Title:     Managing Director
   For any Lender requiring a second signature line:
       by  

 

         Name:    
         Title:    

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Carlyle Bristol CLO, Ltd.
       by  

/s/ Linda Pace

         Name:   Linda Pace
         Title:   Managing Director
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Carlyle Veyron CLO, Ltd.
       by  

/s/ Linda Pace

         Name:   Linda Pace
         Title:   Managing Director
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Foothill CLO I, Ltd.
       by  

/s/ Linda Pace

         Name:   Linda Pace
         Title:   Managing Director
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Mountain Capital CLO IV, Ltd.
       by  

/s/ Linda Pace

         Name:   Linda Pace
         Title:   Managing Director
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: Mountain Capital CLO V Ltd.
       by  

/s/ Linda Pace

         Name:   Linda Pace
         Title:   Managing Director
   For any Lender requiring a second signature line:  
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     CHGO LOAN FUNDING LTD.
  Name of Lender:    By: Chicago Fundamental Investment Partners,
     LLC, as Collateral Manager
      

/s/ Steven J. Novatney

       Name:   Steven J. Novatney
       Title:   General Counsel & CCO

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

Name of Lender: LSR Loan Funding LLC

      By:   Citibank N.A.
      by  

/s/ Tina Tran

        Name:   Tina Tran
        Title:   Associate Director
 

For any Lender requiring a second signature line:

      by  

 

        Name:  
        Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

Name of Lender: KIL Loan Funding, LLC

       By:   Citibank N.A.
       by  

/s/ Tina Tran

         Name:   Tina Tran
         Title:   Associate Director
 

For any Lender requiring a second signature line:

       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:    DUANE STREET CLO IV, LTD.
     By:   Citigroup Alternative Investments LLC,
     As Collateral Manager
       by  

/s/ Roger Yee

         Name:   Roger Yee
         Title:   VP

 

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   DUANE STREET CLO III, LTD.
     By: Citigroup Alternative Investments LLC,
     As Collateral Manager
       by  

/s/ Roger Yee

         Name:   Roger Yee
         Title:   VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   REGATTA FUNDING LTD.
    

By: Citigroup Alternative Investments LLC,

attorney-in-fact

       by  

/s/ Roger Yee

         Name:   Roger Yee
         Title:   VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   LMP Corporate Loan Fund, Inc.
    By: Citi Alternative Investments LLC
      by  

/s/ Roger Yee

        Name:   Roger Yee
        Title:   VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  

Name of Lender: CoBank, ACB

       by  

/s/ Hal Nelson

         Name:   Hal Nelson
         Title:   Vice President
  

For any Lender requiring a second signature line:

       by:  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  

Name of Lender: Cent CDO 12 Limited

       By: Columbia Management Investment Advisers,
       LLC As Collateral Manager
       by  

/s/ Robin C. Stancil

         Name: Robin C. Stancil
         Title: Assistant Vice President
  

For any Lender requiring a second signature line:

       by  

 

         Name:
         Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   

Cent CDO 14 Limited

        By:  

Columbia Management Investment Advisers,

LLC

          As Collateral Manager
        by  

/s/ Robin C. Stancil

          Name:   Robin C. Stancil
          Title:   Assistant Vice President
   For any Lender requiring a second signature line:
        by  

 

          Name:  
          Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:    Cent CDO 15 Limited
        By:  

Columbia Management Investment Advisers,

LLC

          As Collateral Manager
        by  

/s/ Robin C. Stancil

          Name:   Robin C. Stancil
          Title:   Assistant Vice President
   For any Lender requiring a second signature line:
        by  

 

          Name:  
          Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Cent CDO XI Limited
       By:  

Columbia Management Investment Advisers,

LLC

         As Collateral Manager
       by  

/s/ Robin C. Stancil

         Name:   Robin C. Stancil
         Title:   Assistant Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Cent CLO 16, L.P
       By:  

Columbia Management Investment Advisers,

LLC

         As Collateral Manager
       by  

/s/ Robin C. Stancil

         Name:   Robin C. Stancil
         Title:   Assistant Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Centurion CDO 9 Limited
       By:  

Columbia Management Investment Advisers,

LLC

         As Collateral Manager
       by  

/s/ Robin C. Stancil

         Name:   Robin C. Stancil
         Title:   Assistant Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
        

Title:

  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:  

Columbia Floating Rate Fund, a series

of Columbia Funds Series Trust II

       by  

/s/ Robin C. Stancil

         Name:   Robin C. Stancil
         Title:   Assistant Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:  

Columbia Strategic Income Fund, a series of

Columbia Funds Series Trust I

       by  

/s/ Robin C. Stancil

         Name:   Robin C. Stancil
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:  

Columbia Variable Portfolio – Strategic Income

Fund, a series of Columbia Funds Variable Insurance Trust

       by  

/s/ Robin C. Stancil

         Name:   Robin C. Stancil
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   RiverSource Life Insurance Company
       by  

/s/ Robin C. Stancil

         Name:   Robin C. Stancil
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: BENTHAM WHOLESALE SYNDICATED LOAN

FUND

By: Credit Suisse Asset Management, LLC, as agent (sub-advisor) for Challenger Investment Services Limited, the Responsible Entity for Bentham Wholesale Syndicated Loan Fund
  by  

/s/ Louis Farano

    Name:   Louis Farano
    Title:   Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: MADISON PARK FUNDING I, LTD.
by  

/s/ Louis Farano

  Name:   Louis Farano
  Title:   Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender: ATRIUM IV
by  

/s/ Louis Farano

  Name:   Louis Farano
  Title:   Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender: CASTLE GARDEN FUNDING
by  

/s/ Louis Farano

  Name:   Louis Farano
  Title:   Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: MADISON PARK FUNDING II, LTD.
by  

/s/ Louis Farano

  Name:   Louis Farano
  Title:   Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender: ATRIUM V  
by  

/s/ Louis Farano

  
  Name:   Louis Farano  
  Title:   Authorized Signatory  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: MADISON PARK FUNDING III, LTD.
by  

/s/ Louis Farano

  
  Name:   Louis Farano  
  Title:   Authorized Signatory  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

    

Name of Lender: MADISON PARK FUNDING IV,

LTD.

    

By: Credit Suisse Asset Management, LLC, as collateral

manager

  by   

/s/ Louis Farano

  
     Name:   Louis Farano  
     Title:   Authorized Signatory  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

Name of Lender: MADISON PARK FUNDING V, LTD.

  By: Credit Suisse Asset Management, LLC, as collateral manager
by  

/s/ Louis Farano

  Name:   Louis Farano
  Title:   Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender: MADISON PARK FUNDING VI, LTD.
 

By: Credit Suisse Asset Management, LLC, as collateral manager

by  

/s/ Louis Farano

  Name:   Louis Farano
  Title:   Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender: CREDIT SUISSE DOLLAR SENIOR LOAN FUND, LTD.
  By: Credit Suisse Asset Management, LLC, as investment manager
by  

/s/ Louis Farano

  Name:   Louis Farano
  Title:   Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender: QUALCOMM GLOBAL TRADING, INC.
  By: Credit Suisse Asset Management, LLC, as investment manager
by  

/s/ Louis Farano

  Name:   Louis Farano
  Title:   Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender: AUSTRALIANSUPER
 

By: Credit Suisse Asset Management, LLC, as sub-advisor to Bentham Asset Management Pty Ltd. in its capacity as agent of and investment manager for AustralianSuper Pty Ltd.

in its capacity as trustee of AustralianSuper

by  

/s/ Louis Farano

  Name:   Louis Farano
  Title:   Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender: MADISON PARK FUNDING VII, LTD.
  By: Credit Suisse Asset Management, LLC, as portfolio manager
by  

/s/ Louis Farano

  Name:   Louis Farano
  Title:   Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender: ATRIUM VII
  By: Credit Suisse Asset Management, LLC, as portfolio manager
by  

/s/ Louis Farano

  Name:   Louis Farano
  Title:   Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: CREDIT SUISSE LOAN FUNDING LLC
by  

/s/ Robert Healey

  Name:   Robert Healey
  Title:   Authorized Signatory
by  

/s/ Michael Wotanowski

  Name:   Michael Wotanowski
  Title:   Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:  

APIDOS CDO II

       By:   Its Investment Advisor CVC Credit Partners, LLC
       by  

/s/ Vincent Ingato

         Name:   Vincent Ingato
         Title:   MD/PM
   For any Lender requiring a second signature line:
       by  

n/a

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   APIDOS CDO III
       By:   Its Investment Advisor CVC Credit Partners, LLC
       by  

/s/ Vincent Ingato

         Name:   Vincent Ingato
         Title:   MD/PM
   For any Lender requiring a second signature line:
       by  

n/a

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   APIDOS CDO IV
       By:   Its Investment Advisor CVC Credit Partners, LLC
       by  

/s/ Vincent Ingato

         Name:   Vincent Ingato
         Title:   MD/PM
   For any Lender requiring a second signature line:
       by  

n/a

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   APIDOS QUATTRO CDO
       By:   Its Investment Advisor CVC Credit Partners, LLC
       by  

/s/ Vincent Ingato

         Name:   Vincent Ingato
         Title:   MD/PM
   For any Lender requiring a second signature line:
       by  

n/a

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   APIDOS CDO V
       By:   Its Investment Advisor CVC Credit Partners, LLC
       by  

/s/ Vincent Ingato

         Name:   Vincent Ingato
         Title:   MD/PM
   For any Lender requiring a second signature line:
       by  

n/a

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   APIDOS CINCO CDO
       By:   Its Investment Advisor CVC Credit Partners, LLC
       by  

/s/ Vincent Ingato

         Name:   Vincent Ingato
         Title:   MD/PM
   For any Lender requiring a second signature line:
       by  

n/a

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   APIDOS CLO VIII
       By:   Its Collateral Manager CVC Credit Partners, LLC
       by  

/s/ Vincent Ingato

         Name:   Vincent Ingato
         Title:   MD/PM
   For any Lender requiring a second signature line:
       by  

n/a

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   ACA CLO 2006-1 LTD
       By:   Its Investment Advisor CVC Credit Partners, LLC
       by  

/s/ Vincent Ingato

         Name:   Vincent Ingato
         Title:   MD/PM
   For any Lender requiring a second signature line:
       by  

n/a

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   ACA CLO 2006-2 LTD
       By:   Its Investment Advisor CVC Credit Partners, LLC
       by  

/s/ Vincent Ingato

         Name:   Vincent Ingato
         Title:   MD/PM
   For any Lender requiring a second signature line:
       by  

n/a

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   ACA CLO 2007-1 LTD
       By:   Its Investment Advisor CVC Credit Partners, LLC
       by  

/s/ Vincent Ingato

         Name:   Vincent Ingato
         Title:   MD/PM
   For any Lender requiring a second signature line:
       by  

n/a

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   SIERRA CLO II LTD
       By:   Its Collateral Manager CVC Credit Partners, LLC
       On behalf of Resource Capital Asset Management
       (RCAM)
       by  

/s/ Vincent Ingato

     Name:   Vincent Ingato
         Title:   MD/PM
   For any Lender requiring a second signature line:
       by  

n/a

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   SHASTA CLO I LTD
       By:   Its Collateral Manager CVC Credit Partners, LLC
       On behalf of Resource Capital Asset Management
       (RCAM)
       by  

/s/ Vincent Ingato

     Name:   Vincent Ingato
         Title:   MD/PM
   For any Lender requiring a second signature line:
       by  

n/a

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   SAN GABRIEL ACA CLO I LTD
       By:   Its Collateral Manager CVC Credit Partners, LLC
       On behalf of Resource Capital Asset Management
       (RCAM)
       by  

/s/ Vincent Ingato

     Name:   Vincent Ingato
         Title:   MD/PM
   For any Lender requiring a second signature line:
       by  

n/a

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:
Flagship CLO V
By: Deutsche Investment Management Americas, Inc.
(as successor in interest to Deutsche Asset Management, Inc.),
As Collateral Manager
By:  

/s/ Eric S. Meyer

  Eric S. Meyer, Managing Director
For any Lender requiring a second signature line:
By:  

/s/ Paula Penkal

Paula Penkal
Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:
Flagship CLO VI
By:   Deutsche Investment Management Americas, Inc.
  As Collateral Manager
By:  

/s/ Eric S. Meyer

  Eric S. Meyer, Managing Director
For any Lender requiring a second signature line:
By:  

/s/ Paula Penkal

Paula Penkal
Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:
DWS Floating Rate Fund
By:   Deutsche Investment Management Americas, Inc.
  Investment Advisor
By:  

/s/ Eric S. Meyer

  Eric S. Meyer, Managing Director
For any Lender requiring a second signature line:
By:  

/s/ Paula Penkal

Paula Penkal
Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:
DWS Short Duration Fund
By:   Deutsche Investment Management Americas, Inc.
  Investment Advisor
By:  

/s/ Eric S. Meyer

  Eric S. Meyer, Managing Director
For any Lender requiring a second signature line:
By:  

/s/ Paula Penkal

Paula Penkal
Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:
MT. WHITNEY SECURITIES INC., as Assignee
By:   Deutsche Investment Management Americas, Inc.
  As Manager
By:  

/s/ Eric S. Meyer

  Eric S. Meyer, Managing Director
For any Lender requiring a second signature line:
By:  

/s/ Paula Penkal

Paula Penkal
Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:
DWS Ultra-Short Duration Fund
By:   Deutsche Investment Management Americas, Inc.
  Investment Advisor
By:  

/s/ Eric S. Meyer

  Eric S. Meyer, Managing Director
For any Lender requiring a second signature line:
By:  

/s/ Paula Penkal

Paula Penkal
Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:
DWS Ultra-Short Duration Fund
By:   Deutsche Investment Management Americas, Inc.
  Investment Advisor
By:  

/s/ Eric S. Meyer

  Eric S. Meyer, Managing Director
For any Lender requiring a second signature line:
By:  

/s/ Paula Penkal

Paula Penkal
Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Deutsche Bank AG New York Branch
By:     DB Services New Jersey, Inc.
  by  

/s/ Christine LaMonaca

    Name:   Christine LaMonaca
    Title:   Assistant Vice President
  by  

/s/ Angeline Quintana

    Name:   Angeline Quintana
    Title:   Assistant Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

TRS HY FNDS LLC
By:   Deutsche Bank AG Cayman islands Branch, its sole member
By:   DB Services New Jersey, Inc.
  by  

/s/ Christine LaMonaca

    Name:   Christine LaMonaca
    Title:   Assistant Vice President
  by  

/s/ Angeline Quintana

    Name:   Angeline Quintana
    Title:   Assistant Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Doral CLO I, Ltd.

  by  

/s/ John Finan

    Name:   John Finan
    Title:   Managing Director
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: Doral CLO II Ltd.
     by  

/s/ John Finan

       Name:   John Finan
       Title:   Managing Director
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   AGF Floating Rate Income Fund
       By:   Eaton Vance Management as Portfolio Manager
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Eaton Vance CDO IX Ltd.
       By:   Eaton Vance Management as Investment Advisor
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Name of Lender:   Eaton Vance CDO VIII, Ltd.
       By:   Eaton Vance Management as Investment Advisor
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Name of Lender:   Eaton Vance CDO X PLC
       By:   Eaton Vance Management as Investment Advisor
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Name of Lender:   Eaton Vance Floating-Rate Income Trust
       By:   Eaton Vance Management as Investment Advisor
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Name of Lender:  

Eaton Vance International (Cayman Islands)

Floating-Rate Income Portfolio

       By:   Eaton Vance Management as Investment Advisor
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Eaton Vance Institutional Senior Loan Fund
       By:   Eaton Vance Management as Investment Advisor
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Eaton Vance Limited Duration Income Fund
       By:   Eaton Vance Management as Investment Advisor
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Eaton Vance Senior Floating-Rate Trust
       By:   Eaton Vance Management as Investment Advisor
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Eaton Vance Senior Income Trust
       By:   Eaton Vance Management as Investment Advisor
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Eaton Vance Short Duration Diversified Income Fund
       By:   Eaton Vance Management as Investment Advisor
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Eaton Vance VT Floating-Rate Income Fund
       By:   Eaton Vance Management as Investment Advisor
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Grayson & Co
       By:   Boston Management and Research as Investment Advisor
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   MET Investors Series Trust –Met/Eaton Vance Floating Rate Portfolio
       By:   Eaton Vance Management as Investment Sub-Advisor
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Pacific Life Funds-PL Floating Rate Loan Fund
       By:   Eaton Vance Management as Investment Sub-Advisor
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Pacific Select Fund Floating Rate Loan Portfolio
       By:   Eaton Vance Management as Investment Sub-Advisor
       by  

/s/ Michael Botthof

         Name:   Michael Botthof
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: Senior Debt Portfolio
      By:    Boston Management and Research as Investment Advisor
      by   

/s/ Michael Botthof

         Name: Michael Botthof
         Title: Vice President
   For any Lender requiring a second signature line:
      by   

 

         Name:   
         Title:   

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: FEDERATED BANK LOAN CORE FUND
     by  

/s/ B. Anthony Delserone, Jr.

       Name: B. Anthony Delserone, Jr.
       Title: Vice President

Signature Page to 7th Amendment to Reynolds Group Holdings, Inc.

Second Amended and Restated Credit Agreement.

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  

Name of Lender: Fidelity Advisor Series I: Fidelity Advisor Floating Rate

            High Income Fund

      by   

/s/ Joseph Zambello

         Name: Joseph Zambello
         Title: Deputy Treasurer
   For any Lender requiring a second signature line:
      by   

 

         Name:
         Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

Name of Lender: Fidelity Advisor Series II: Fidelity Advisor Strategic

            Income Fund

    by  

/s/ Joseph Zambello

      Name: Joseph Zambello
      Title: Deputy Treasurer
  For any Lender requiring a second signature line:
    by  

 

      Name:
      Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  

Name of Lender: Fidelity Central Investment Portfolios LLC: Fidelity

            Floating Rate Central Fund

     by  

/s/ Joseph Zambello

       Name: Joseph Zambello
       Title: Deputy Treasurer
   For any Lender requiring a second signature line:
     by  

 

       Name:
       Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  

Name of Lender: Fidelity Floating Rate High Income Investment Trust,

            for Fidelity Investments Canada ULC as Trustee of Fidelity

            Floating Rate High Income Investment Trust

      by   

/s/ Joseph Zambello

         Name: Joseph Zambello
         Title: Authorized Signatory
   For any Lender requiring a second signature line:
      by   

 

         Name:
         Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  

Name of Lender: Fidelity School Street Trust: Fidelity Strategic Income

            Fund

      by   

/s/ Joseph Zambello

         Name: Joseph Zambello
         Title: Deputy Treasurer
   For any Lender requiring a second signature line:
      by   

 

         Name:
         Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  

Name of Lender: Fidelity Summer Street Trust: Fidelity Capital &

            Income Fund

      by   

/s/ Joseph Zambello

         Name: Joseph Zambello
         Title: Deputy Treasurer
   For any Lender requiring a second signature line:
      by   

 

         Name:
         Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  

Name of Lender: Variable Insurance Products Fund V: Strategic Income

            Portfolio

      by   

/s/ Joseph Zambello

         Name: Joseph Zambello
         Title: Deputy Treasurer
   For any Lender requiring a second signature line:
      by   

 

         Name:
         Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Advanced Series Trust – AST First Trust
         Balanced Target Portfolio
       By:   First Trust Advisors L.P., its investment manager
      

by

  

/s/ William Housey

         Name:   William Housey
         Title:   Senior Portfolio Manager
  For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Advanced Series Trust – AST First Trust
         Capital Appreciation Target Portfolio
       By:   First Trust Advisors L.P., its investment manager
       by  

/s/ William Housey

         Name:   William Housey
         Title:   Senior Portfolio Manager
       For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   First Trust Senior Floating Rate Income Fund II
       By:   First Trust Advisors L.P., its investment manager
       by  

/s/ William Housey

         Name:   William Housey
         Title:   Senior Portfolio Manager
  For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: Nantucket CLO 1 Ltd.
      

By: Fortis Investment Management USA,

Inc. as Attorney-in-Fact

        

/s/ Vanessa Ritter

         Name:   Vanessa Ritter
         Title:   Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender: Blue Shield of California
        
       by  

/s/ Madeline Lam

         Name:   Madeline Lam
         Title:   Asst. Vice President
  For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: Franklin CLO V, Ltd.
       by  

/s/ Madeline Lam

         Name:   Madeline Lam
         Title:   Asst. Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: Franklin CLO VI, Ltd.
        
       by  

/s/ Madeline Lam

         Name:   Madeline Lam
         Title:   Asst. Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: Muir Woods CLO, Ltd.
       by  

/s/ Madeline Lam

         Name:   Madeline Lam
         Title:   Asst. Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  

Name of Lender:

 

Franklin Templeton Series II Funds –

Franklin Floating Rate II Fund

       by  

/s/ Madeline Lam

         Name:   Madeline Lam
         Title:   Asst. Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:
  

Franklin Floating Rate Master Trust –

Franklin Floating Rate Master Series

               by  

/s/ Madeline Lam

         Name:   Madeline Lam
         Title:   Asst. Vice President
   For any Lender requiring a second signature line:
               by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:
       Franklin Templeton Limited Duration Income Trust
               by  

/s/ Madeline Lam

         Name:   Madeline Lam
         Title:   Asst. Vice President
   For any Lender requiring a second signature line:
               by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:        
    

Franklin Investors Securities Trust –

Franklin Floating Rate Daily Access Fund

       by  

/s/ Madeline Lam

         Name:   Madeline Lam
         Title:   Asst. Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Name of Lender:        
    

Franklin Templeton Total Return FDP Fund of

FDP Series, Inc.

       by  

/s/ Madeline Lam

         Name:   Madeline Lam
         Title:   Asst. Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Name of Lender:        
    

Met Investors Series Trust - Met/Franklin Low Duration

Total Return Portfolio

       by  

/s/ Madeline Lam

         Name:   Madeline Lam
         Title:   Asst. Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Name of Lender:        
     Franklin Strategic Series - Franklin Strategic Income Fund
       by  

/s/ Madeline Lam

         Name:   Madeline Lam
         Title:   Asst. Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Name of Lender:        
     Franklin Investors Securities Trust - Franklin Total Return Fund
       by  

/s/ Madeline Lam

         Name:   Madeline Lam
         Title:   Asst. Vice President
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:

Franklin Strategic Income Fund (Canada)

  by  

/s/ Madeline Lam

    Name:   Madeline Lam
    Title:   Asst. Vice President
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:

Franklin Templeton Variable Insurance Products Trust - Franklin Strategic Income Securities Fund

  by  

/s/ Madeline Lam

    Name:   Madeline Lam
    Title:   Asst. Vice President
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:

Franklin Investors Securities Trust - Franklin Real Return Fund

  by  

/s/ Madeline Lam

    Name:   Madeline Lam
    Title:   Asst. Vice President
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:

Franklin Investors Securities Trust - Franklin Low Duration Total Return Fund

 

by

  

/s/ Madeline Lam

    Name:   Madeline Lam
    Title:   Asst. Vice President
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:
  Global Leveraged Capital Credit Opportunity
  Fund I
  By Global Leveraged Capital Management,
  LLC as Collateral Manager
   

/s/ Michael Ferris

    Name:   Michael Ferris
    Title:   Managing Director
For any Lender requiring a second signature line:
  by  

N/A

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Swiss Capital Pro Loan III Plc
  By:   GoldenTree Asset Management, LP
  by  

/s/ Karen Weber

    Name: Karen Weber
    Title: Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Laurelin B.V.
  By:   GoldenTree Asset Management, LP
  by  

/s/ Karen Weber

    Name:   Karen Weber
    Title:   Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Laurelin II B.V.
  By:   GoldenTree Asset Management, LP
  by  

/s/ Karen Weber

    Name:   Karen Weber
    Title:   Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: GoldenTree Capital Opportunities, LP
  By:   GoldenTree Asset Management, LP
  by  

/s/ Karen Weber

    Name:   Karen Weber
    Title:   Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: GoldenTree Loan Opportunities III, Limited
  By:   GoldenTree Asset Management, LP
  by  

/s/ Karen Weber

    Name:   Karen Weber
    Title:   Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: GoldenTree Loan Opportunities IV, Limited
  By:   GoldenTree Asset Management, LP
  by  

/s/ Karen Weber

    Name:   Karen Weber
    Title:   Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: GoldenTree Loan Opportunities V, Limited
  By:   GoldenTree Asset Management, LP
  by  

/s/ Karen Weber

    Name:   Karen Weber
    Title:   Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: GoldenTree Loan Opportunities VI, Limited
  By:   GoldenTree Asset Management, LP
  by  

/s/ Karen Weber

    Name:   Karen Weber
    Title:   Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: City Of New York Group Trust
  By:   GoldenTree Asset Management, LP
  by  

/s/ Karen Weber

    Name:   Karen Weber
    Title:   Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Health Net of California, Inc.
  By:   GoldenTree Asset Management, LP
  by  

/s/ Karen Weber

    Name:   Karen Weber
    Title:   Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: SC Pro Loan II Limited
  By: GoldenTree Asset Management, LP
  by  

/s/ Karen Weber

    Name:   Karen Weber
    Title:   Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Goldman Sachs Lending Partners LLC
  by  

/s/ Michelle Latzoni

    Name:   Michelle Latzoni
    Title:   Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Greywolf CLO I, Ltd
  By:   Greywolf Capital Management LP, its Investment Manager
  by  

/s/ Robert Miller

    Name:   Robert Miller
    Title:   Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:
ABS Loans 2007 Limited, a subsidiary of Goldman Sachs Institutional Funds II PLC
  by  

/s/ Kevin Owen                        /s/ Sinead Murphy

    Name:   Kevin Owen   Sinead Murphy
    Title:   Authorised Signatory   Authorised Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:    
    Title:    

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:
 

 

Torus Insurance Holdings Limited

 

by Goldman Sachs Asset Management, L.P. solely as its investment advisor and not as principal

 

     
    by  

/s/ Kaidi Huong

      Name:   Kaidi Huong
      Title:   VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:
 

 

Northrop Grumman Pension Master Trust

 

by Goldman Sachs Asset Management, L.P. solely as its investment advisor and not as principal

 

     
    by  

/s/ Kaidi Huong

      Name:   Kaidi Huong
      Title:   VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:
 

 

GOLDMAN SACHS ASSET MANAGEMENT CLO, PUBLIC LIMITED COMPANY

 

By: Goldman Sachs Asset Manager, L.P., as Manager

 

     
    by  

 

/s/ Kaidi Huong

      Name:   Kaidi Huong
      Title:   VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:
 

 

Goldman Sachs Trust on behalf of the Goldman Sachs High Yield Floating Rate Fund

 

by Goldman Sachs Asset Management, L.P. as investment advisor and not as principal

 

     
    by  

 

/s/ Kaidi Huong

      Name:   Kaidi Huong
      Title:   VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   The Guardian Life Insurance Company of America
     
    by  

/s/ Kevin Booth

      Name: Kevin Booth
      Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   RS FLOATING RATE FUND,
      By: Guardian Investors, LLC
     
    by  

/s/ Kevin Booth

      Name: Kevin Booth
      Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender: Halcyon Structured Asset Management Long
 

Secured/Short Unsecured CLO 2006-1 LTD.

  Halcyon Structured Asset Management Long Secured/Short Unsecured
 

2007-1 LTD.

  Halcyon Structured Asset Management Long Secured/Short Unsecured
 

2007-3 LTD.

  Halcyon Structured Asset Management Long Secured/Short Unsecured
 

2007-2 LTD.

  Halcyon Loan Investors CLO I, LTD.
  Halcyon Loan Investors CLO II, LTD.
  HALCYON LOAN ADVISORS FUNDING 2012-1 LTD.
  BACCHUS (U.S.) 2006-1 LTD.
       
    by  

/s/ David Martino

      Name:   David Martino
      Title:   Controller
  For any Lender requiring a second signature line:
       
    by  

 

      Name:  
      Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:  

Highbridge Loan Management 2012-1, Ltd.

By: Highbridge Principal Strategies LLC,

Its Investment Manager

      
    

by

  

/s/ Jamie Donsky

       Name:   Jamie Donsky
       Title:   Vice President
   For any Lender requiring a second signature line:
      
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

       Highbridge Liquid Loan Opportunities Master Fund, L.P.
   Name of Lender:   By: Highbridge Principal Strategies LLC,
       Its Investment Manager
      
     by  

/s/ Jamie Donsky

       Name:   Jamie Donsky
       Title:   Vice President
   For any Lender requiring a second signature line:
      
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Aberdeen Loan Funding, Ltd
     By: Highland Capital Management, L.P. As Collateral Manager
        
     by  

/s/ Carter Chism

       Name:   Carter Chism
       Title:   Authorized Signatory
   For any Lender requiring a second signature line:
        
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Brentwood CLO, Ltd.
  By: Highland Capital Management, L.P., As Collateral Manager
  by  

/s/ Carter Chism

    Name:   Carter Chism
    Title:   Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Children’s Healthcare of Atlanta Inc.
  By: Highland Capital Management, L.P., As Investment Manager
  by  

/s/ Carter Chism

    Name:   Carter Chism
    Title:   Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Eastland CLO, Ltd.
  By: Highland Capital Management, L.P., As Collateral Manager
   
  by  

/s/ Carter Chism

    Name:   Carter Chism
    Title:   Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Grayson CLO, Ltd.
  By: Highland Capital Management, L.P. As Collateral Manager
  by  

/s/ Carter Chism

    Name:   Carter Chism
    Title:   Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Greenbriar CLO, LTD.
  By: Highland Capital Management, L.P., As Collateral Manager
   
  by  

/s/ Carter Chism

    Name:   Carter Chism
    Title:   Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Hewett’s Island CLO I-R, Ltd.
  By:   Acis Capital Management, LP, its Collateral Manager
  By:   Acis Capital Management GP, LLC, its general partner
  by  

/s/ Carter Chism

    Name:   Carter Chism
    Title:   Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Highland Credit Opportunities CDO, Ltd.
  By: Highland Capital Management, L.P., As Collateral Manager
  by  

/s/ Carter Chism

    Name: Carter Chism
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Highland Offshore Partners, L.P.
  By: Highland Capital Management, L.P., As Collateral Manager
  by  

/s/ Carter Chism

    Name: Carter Chism
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Longhorn Credit Funding, LLC
  By: Highland Capital Management, L.P., As Collateral Manager
  by  

/s/ Carter Chism

    Name: Carter Chism
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Red River CLO, Ltd
  By: Highland Capital Management, L.P. As Collateral Manager
  by  

/s/ Carter Chism

    Name: Carter Chism
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Rockwall CDO II Ltd.
 

By: Highland Capital Management, L.P.;

As Collateral Manager

  by  

/s/ Carter Chism

    Name: Carter Chism
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Rockwall CDO LTD
 

By: Highland Capital Management, L.P.;

As Collateral Manager

  by  

/s/ Carter Chism

    Name: Carter Chism
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Stratford CLO, Ltd.
 

By: Highland Capital Management, L.P.

As Collateral Manager

  by  

/s/ Carter Chism

    Name: Carter Chism
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Westchester CLO, Ltd.
 

By: Highland Capital Management, L.P.

As Collateral Manager

  by  

/s/ Carter Chism

    Name: Carter Chism
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:

HillMark Funding, Ltd.

By: HillMark Capital Management, L.P.,

as Collateral Manager, as Lender

By:  

/s/ Mark Gold

Name:   Mark Gold
Title:   CEO

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:
Stoney Lane Funding I, Ltd.,

By: HillMark Capital Management, L.P.,

as Collateral Manager, as Lender

By:  

/s/ Mark Gold

Name:   Mark Gold
Title:   CEO

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: HSBC Bank USA, National Association
         By  

/s/ Richard Jackson

           Name: Richard Jackson
           Title: Managing Director
   For any Lender requiring a second signature line:
         By  

 

           Name:
           Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:
ING Prime Rate Trust
By:   ING Investment Management Co. LLC,
  as its investment manager
ING Senior Income Fund
By:   ING Investment Management Co. LLC,
  as its investment manager
ING Floating Rate Fund
By:   ING Investment Management Co. LLC,
  as its investment manager
ISL Loan Trust
By:   ING Investment Management Co. LLC,
  as its investment advisor
ING (L) Flex – Senior Loans
By:   ING Investment Management Co. LLC,
  as its investment manager
ING Investment Trust Co. Plan for Employee
Benefit Investment Funds – Senior Loan Fund
By:   ING Investment Trust Co. as its trustee
IBM Personal Pension Plan Trust
By:   ING Investment Management Co. LLC,
  as its investment manager
ING Euro Loans Fund I, LLC
By:   ING Alternative Asset Management LLC,
  as its managing member
ING Investment Management CLO II, LTD.
By:   ING Alternative Asset Management LLC,
  as its investment manager
ING Investment Management CLO III, LTD.
By:   ING Alternative Asset Management LLC,
  as its investment manager
ING Investment Management CLO IV, LTD.
By:   ING Alternative Asset Management LLC,
  as its investment manager

ING Investment Management CLO V, LTD.
By:   ING Alternative Asset Management LLC,
  as its investment manager
ING IM CLO 2011-1, Ltd.
By:   ING Alternative Asset Management LLC,
  as its portfolio manager
ING IM CLO 2012-1, Ltd.
By:   ING Alternative Asset Management LLC,
  as its portfolio manager
ING IM CLO 2012-2, LTD.
By:   ING Alternative Asset Management LLC,
  as its investment manager
Phoenix CLO I, LTD.
By:   ING Alternative Asset Management LLC,
  as its investment manager
Phoenix CLO II, LTD.
By:   ING Alternative Asset Management LLC,
  as its investment manager
Phoenix CLO III, LTD.
By:   ING Alternative Asset Management LLC,
  as its investment manager
By:  

/s/ Romain Catois

Name:   Romain Catois, CFA
Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Arrowood Indemnity Company
     By:  

Invesco Senior Secured Management, Inc.

     by  

/s/ Kevin Egan

       Name:   Kevin Egan
       Title:   Authorized Signatory
   For any Lender requiring a second signature line:
     by  

 

       Name:    
       Title:    

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Arrowood Indemnity Company, as administrator of The Pension Plan of Arrowood Indemnity Company
        By:   Invesco Senior Secured Management, Inc.
        by  

/s/ Kevin Egan

          Name: Kevin Egan
          Title: Authorized Signatory
  For any Lender requiring a second signature line:
        by  

 

          Name:
          Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:    AVALON CAPITAL LTD. 3
       By:   INVESCO Senior Secured Management, Inc.
         As Asset Manager
       by  

/s/ Kevin Egan

         Name:   Kevin Egan
         Title:   Authorized Signatory
  For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:    AVALON IV CAPITAL LTD.
       By:  

Invesco Senior Secured Management, Inc.

As Asset Manager

       by  

/s/ Kevin Egan

         Name:   Kevin Egan
         Title:   Authorized Signatory
  For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:    BELHURST CLO LTD.
       By:  

INVESCO Senior Secured Management, Inc.

As Collateral Manager

       by  

/s/ Kevin Egan

         Name:   Kevin Egan
         Title:   Authorized Signatory
  For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Children’s Healthcare of Atlanta, Inc.
       

By: Invesco Senior Secured Management, Inc. as

Investment Manager

        by  

/s/ Kevin Egan

          Name:   Kevin Egan
          Title:   Authorized Signatory
  For any Lender requiring a second signature line:
        by  

 

          Name:  
          Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   DIVERSIFIED CREDIT PORTFOLIO LTD.
      By:  

INVESCO Senior Secured Management, Inc.

as Investment Adviser

      by  

/s/ Kevin Egan

        Name:   Kevin Egan
        Title:   Authorized Signatory
  For any Lender requiring a second signature line:
      by  

 

        Name:  
        Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:    Invesco Van Kampen Dynamic Credit Opportunities Fund
         By: Invesco Senior Secured Management, Inc. as Sub-Adviser
         by  

/s/ Kevin Egan

           Name: Kevin Egan
           Title: Authorized Signatory
  For any Lender requiring a second signature line:
         by  

 

           Name:
           Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   PowerShares Senior Loan Portfolio.
       

By: Invesco Senior Secured Management, Inc.

As Collateral Manager

        by  

/s/ Kevin Egan

          Name: Kevin Egan
          Title: Authorized Signatory
  For any Lender requiring a second signature line:
        by  

 

          Name:
          Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:    HUDSON CANYON FUNDING II, LTD
         By:   INVESCO Senior Secured Management, Inc.
           As Collateral Manager & Attorney In Fact
         by  

/s/ Kevin Egan

           Name: Kevin Egan
           Title: Authorized Signatory
  For any Lender requiring a second signature line:
         by  

 

           Name:
           Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Invesco Floating Rate Fund
        By:   INVESCO Senior Secured Management, Inc.
          As Sub-Adviser
        by  

/s/ Kevin Egan

          Name: Kevin Egan
          Title: Authorized Signatory
  For any Lender requiring a second signature line:
        by  

 

          Name:
          Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   LIMEROCK CLO I
        By:   INVESCO Senior Secured Management, Inc.
          As Investment Manager
        by  

/s/ Kevin Egan

          Name: Kevin Egan
          Title: Authorized Signatory
  For any Lender requiring a second signature line:
        by  

 

          Name:
          Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:    Medical Liability Mutual Insurance Company
         By: Invesco Advisers, Inc. as Investment Manager
         by  

/s/ Kevin Egan

           Name: Kevin Egan
           Title: Authorized Signatory
  For any Lender requiring a second signature line:
         by  

 

           Name:
           Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Invesco Mezzano BV
  By: Invesco Asset Management Limited as Collateral Manager
  by  

/s/ Kevin Egan

    Name: Kevin Egan
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   MOSELLE CLO S.A.
  By:   INVESCO Senior Secured Management, Inc.
    As Collateral Manager
  by  

/s/ Kevin Egan

    Name: Kevin Egan
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:

   Morgan Stanley Investment Management Croton, Ltd.
  By: Invesco Senior Secured Management, Inc. As Collateral Manager
  by  

/s/ Kevin Egan

    Name: Kevin Egan
    Title: Authorized Signatory

For any Lender requiring a second signature line:

  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   NAUTIQUE FUNDING LTD.
  By:   INVESCO Senior Secured Management, Inc. As Collateral Manager
  by  

/s/ Kevin Egan

    Name: Kevin Egan
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   MSIM Peconic Bay, Ltd.
  By: Invesco Senior Secured Management, Inc. As Collateral Manager
  by  

/s/ Kevin Egan

    Name: Kevin Egan
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   QUALCOMM Global Trading Pte. Ltd.
  By: Invesco Senior Secured Management, Inc. as Investment Manager
  by  

/s/ Kevin Egan

    Name: Kevin Egan
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   SARATOGA CLO I, LIMITED
  By:   INVESCO Senior Secured Management, Inc.
    As the Asset Manager
  by  

/s/ Kevin Egan

    Name: Kevin Egan
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Invesco Van Kampen Senior Income Trust
  By: Invesco Senior Secured Management, Inc. as Sub-Adviser
  by  

/s/ Kevin Egan

    Name: Kevin Egan
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Invesco Van Kampen Senior Loan Fund
  By: Invesco Senior Secured Management, Inc. as Sub-Adviser
  by  

/s/ Kevin Egan

    Name: Kevin Egan
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   WASATCH CLO LTD
  By:  

INVESCO Senior Secured Management, Inc.

As Portfolio Manager

  by  

/s/ Kevin Egan

    Name: Kevin Egan
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Invesco Zodiac Funds - Invesco US Senior Loan Fund
  By: Invesco Management S.A As Investment Manager
  by  

/s/ Kevin Egan

    Name: Kevin Egan
    Title: Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Jay Street Market Value CLO I Limited
  by  

/s/ Paul Bradshaw

    Name: Paul Bradshaw
    Title: Director
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   JPMorgan Strategic Income Opportunities Fund
  by  

/s/ William J. Morgan

    Name: William J. Morgan
    Title: Managing Director
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Remuda Capital Management, LTD
  by  

/s/ William J. Morgan

    Name: William J. Morgan
    Title: Managing Director
For any Lender requiring a second signature line:
  by  

 

    Name:
    Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Advanced Series Trust – AST High Yield Portfolio
        by  

/s/ William J. Morgan

          Name: William J. Morgan
          Title: Managing Director
  For any Lender requiring a second signature line:
        by  

 

          Name:
          Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Presidential Life Insurance Company
        by  

/s/ William J. Morgan

          Name: William J. Morgan
          Title: Managing Director
  For any Lender requiring a second signature line:
        by  

 

          Name:
          Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Pacholder High Yield Fund, Inc.
        by  

/s/ William J. Morgan

          Name: William J. Morgan
          Title: Managing Director
  For any Lender requiring a second signature line:
        by  

 

          Name:
          Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Louisiana State Employees’ Retirement Systems
        by  

/s/ William J. Morgan

          Name: William J. Morgan
          Title: Managing Director
  For any Lender requiring a second signature line:
        by  

 

          Name:
          Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: JPMorgan Leveraged Loans Master Fund, LP
         by  

/s/ William J. Morgan

           Name: William J. Morgan
           Title: Managing Director
   For any Lender requiring a second signature line:
         by  

 

           Name:
           Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   JPMorgan High Yield Fund
        by  

/s/ William J. Morgan

          Name: William J. Morgan
          Title: Managing Director
  For any Lender requiring a second signature line:
        by  

 

          Name:
          Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: JPMorgan Floating Rate Income Fund
         by  

/s/ William J. Morgan

           Name: William J. Morgan
           Title: Managing Director
   For any Lender requiring a second signature line:
         by  

 

           Name:
           Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Commingled Pension Trust Fund (High Yield) of
        JPMorgan Chase Bank, N.A.
        by  

/s/ William J. Morgan

          Name: William J. Morgan
          Title: Managing Director
  For any Lender requiring a second signature line:
        by  

 

          Name:
          Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Advanced Series Trust: AST J.P. Morgan
        Strategic Opportunities Portfolio
        by  

/s/ William J. Morgan

          Name: William J. Morgan
          Title: Managing Director
  For any Lender requiring a second signature line:
        by  

 

          Name:
          Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Hewitt EnnisKnupp, Inc.
        by  

/s/ William J. Morgan

          Name: William J. Morgan
          Title: Managing Director
  For any Lender requiring a second signature line:
        by  

 

          Name:
          Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   Unipension, High Yield Obligationer II
       by  

/s/ William J. Morgan

         Name:   William J. Morgan
         Title:   Managing Director
     For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:    National Railroad Retirement Investment Trust
      by   

/s/ William J. Morgan

         Name: William J. Morgan
         Title: Managing Director
   For any Lender requiring a second signature line:
      by   

 

         Name:
         Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:    LVIP-JP Morgan High Yield Fund
      by   

/s/ William J. Morgan

         Name:    William J. Morgan
         Title:    Managing Director
   For any Lender requiring a second signature line:
      by   

 

         Name:   
         Title:   

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   JPMorgan Tax Aware High Income Fund
       by  

/s/ William J. Morgan

         Name:   William J. Morgan
         Title:   Managing Director
     For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   JPMorgan Income Builder Fund
       by  

/s/ William J. Morgan

         Name:   William J. Morgan
         Title:   Managing Director
     For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   Consumer Program Administrators Inc
       by  

/s/ William J. Morgan

         Name:   William J. Morgan
         Title:   Managing Director
     For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   Berrysburg, Inc.
       by  

/s/ William J. Morgan

         Name:   William J. Morgan
         Title:   Managing Director
     For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   JPMORGAN CHASE BANK, N.A.
       by  

/s/ Peter Schoepe

         Name:   Peter Schoepe
         Title:   Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   Kingsland II, Ltd.
       By: Kingsland Capital Management, LLC, as Manager
       by  

/s/ Katherine Kim

         Name:   Katherine Kim
         Title:   Authorized Signatory
     For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   Kingsland III, Ltd.
       By:   Kingsland Capital Management, LLC, as Manager
       by  

/s/ Katherine Kim

         Name:   Katherine Kim
         Title:   Authorized Signatory
     For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   Kingsland IV, Ltd.
       By:   Kingsland Capital Management, LLC, as Manager
       by  

/s/ Katherine Kim

         Name:   Katherine Kim
         Title:   Authorized Signatory
     For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   Kingsland V Ltd.
       By:   Kingsland Capital Management, LLC, as Manager
       by  

/s/ Katherine Kim

         Name:   Katherine Kim
         Title:   Authorized Signatory
     For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   ACE Tempest Reinsurance Ltd
       by  

/s/ Jeffrey Smith

         Name:   Jeffrey Smith
         Title:   Authorized Signatory
     For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   KKR FINANCIAL CLO 2007-1, LTD.
       by  

/s/ Jeffrey Smith

         Name:   Jeffrey Smith
         Title:   Authorized Signatory
     For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:      
       APOSTLE LOOMIS SAYLES
       CREDIT OPPORTUNITIES FUND,
       As Lender
       By:   Loomis, Sayles & Company, L.P.,
         Its Investment Manager
       By:   Loomis, Sayles & Company, Incorporated,
         Its General Partner
       by  

/s/ Mary McCarthy

         Name:   Mary McCarthy
         Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:         
     APOSTLE LOOMIS SAYLES   
     SENIOR LOAN FUND,   
     As Lender   
     By:    Loomis, Sayles & Company, L.P.,   
        Its Investment Manager   
     By:    Loomis, Sayles & Company, Incorporated,   
        Its General Partner   
     by   

/s/ Mary McCarthy

   
        Name: Mary McCarthy   
        Title: Vice President   

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:         
      THE LOOMIS SAYLES   
      SENIOR LOAN FUND, LLC,   
      As Lender   
      By:    Loomis, Sayles & Company, L.P.,   
         Its Investment Manager   
      By:    Loomis, Sayles & Company, Incorporated,   
         Its General Partner   
      by   

/s/ Mary McCarthy

   
         Name: Mary McCarthy   
         Title: Vice President   

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:         
     NATIXIS LOOMIS SAYLES   
     SENIOR LOAN FUND,   
     As Lender   
     By:    Loomis, Sayles & Company, L.P.,   
        Its Investment Manager   
     By:    Loomis, Sayles & Company, Incorporated,   
        Its General Partner   
     by   

/s/ Mary McCarthy

   
        Name: Mary McCarthy   
        Title: Vice President   

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:    M&T Bank   
     By   

/s/ Kellie M. Matthews

   
        Name: Kellie M. Matthews   
        Title: Administrative Vice President   
  For any Lender requiring a second signature line:   
     by   

 

   
        Name:   
        Title:   

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:    Meridian Bank   
     by   

/s/ James D. Nelsen

   
        Name: James D. Nelsen   
        Title: SVP   
  For any Lender requiring a second signature line:   
     by   

 

   
        Name:   
        Title:   

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Metropolitan Life Insurance Company
       by  

/s/ Matthew J. McInerny

         Name:   Matthew J. McInerny
         Title:   Managing Director
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Venture IX CDO, Limited
       By:   its investment advisor, MJX Asset Management LLC
       by  

/s/ John P. Calaba

         Name:   John P. Calaba
         Title:   Managing Director
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Venture VI CDO Limited
       By:   its investment advisor, MJX Asset Management, LLC
       by  

/s/ John P. Calaba

         Name:   John P. Calaba
         Title:   Managing Director
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Venture VII CDO Limited
       By:   its investment advisor, MJX Asset Management, LLC
       by  

/s/ John P. Calaba

         Name:   John P. Calaba
     Title:   Managing Director
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Venture VIII CDO, Limited
       By:   its investment advisor, MJX Asset Management, LLC
       by  

/s/ John P. Calaba

         Name:   John P. Calaba
     Title:   Managing Director
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Venture X CLO, Limited
       By:   its investment advisor, MJX Asset Management, LLC
       by  

/s/ John P. Calaba

         Name:   John P. Calaba
     Title:   Portfolio Manager
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Morgan Stanley Senior Funding, Inc.
       by  

/s/ Adam Savarese

         Name:   Adam Savarese
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Airlie CLO 2006-I, Ltd.
   By Neuberger Berman Fixed Income LLC as collateral manager
     by  

/s/ Colin Donlan

       Name:   Colin Donlan
     Title:   Authorized Signatory
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   LightPoint CLO IV, Ltd.
   By Neuberger Berman Fixed Income LLC as collateral manager
     by  

/s/ Colin Donlan

       Name:   Colin Donlan
     Title:   Authorized Signatory
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   LightPoint CLO V, Ltd.
   By Neuberger Berman Fixed Income LLC as collateral manager
     by  

/s/ Colin Donlan

       Name:   Colin Donlan
       Title:   Authorized Signatory
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   LightPoint CLO VII, Ltd.
   By Neuberger Berman Fixed Income LLC as collateral manager
     by  

/s/ Colin Donlan

       Name:   Colin Donlan
       Title:   Authorized Signatory
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   LightPoint CLO VIII, Ltd.
   By Neuberger Berman Fixed Income LLC as collateral manager
     by  

/s/ Colin Donlan

       Name:   Colin Donlan
       Title:   Authorized Signatory
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   LightPoint Pan-European CLO 2006 Plc.
   By Neuberger Berman Fixed Income LLC as collateral manager
     by  

/s/ Colin Donlan

       Name:   Colin Donlan
       Title:   Authorized Signatory
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   LightPoint Pan-European CLO 2007-1 Plc.
   By Neuberger Berman Fixed Income LLC as collateral manager
     by  

/s/ Colin Donlan

       Name:   Colin Donlan
       Title:   Authorized Signatory
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Marquette US/European CLO, Plc.
   By Neuberger Berman Fixed Income LLC as collateral manager
     by  

/s/ Colin Donlan

       Name:   Colin Donlan
       Title:   Authorized Signatory
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Maryland State Retirement and Pension System
   By Neuberger Berman Fixed Income LLC as collateral manager
     by  

/s/ Colin Donlan

       Name:   Colin Donlan
       Title:   Authorized Signatory
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   NB Global Floating Rate Income Fund Limited
   By Neuberger Berman Fixed Income LLC as collateral manager
     by  

/s/ Colin Donlan

       Name:   Colin Donlan
       Title:   Authorized Signatory
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender Neuberger Berman - Floating Rate Income Fund
   By Neuberger Berman Fixed Income LLC as collateral manager
       by  

/s/ Colin Donlan

         Name:   Colin Donlan
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender Neuberger Berman Strategic Income Fund
   By Neuberger Berman Fixed Income LLC as collateral manager
       by  

/s/ Colin Donlan

         Name:   Colin Donlan
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender Neuberger Berman Investment Funds Plc
   By Neuberger Berman Fixed Income LLC as collateral manager
       by  

/s/ Colin Donlan

         Name:   Colin Donlan
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender NB Short Duration High Yield Fund
   By Neuberger Berman Fixed Income LLC as collateral manager
       by  

/s/ Colin Donlan

         Name:   Colin Donlan
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender: NYLIM Flatiron CLO 2006-1 Ltd. By:
     New York Life Investment Management LLC, as Collateral
     Manager and Attorney-in-Fact
   by  

/s/ Peter Ra

     Name:   Peter Ra
     Title:   Vice President
     Name of Lender: Flatiron CLO 2007-1 Ltd.
     By: New York Life Investment Management LLC,
     as Collateral Manager and Attorney-In-Fact
   by  

/s/ Peter Ra

     Name:   Peter Ra
     Title:   Vice President
     Name of Lender: Silverado CLO 2006-II Limited
     By: New York Life Investment Management LLC,
     as Portfolio Manager and Attorney-in-Fact
   by  

/s/ Peter Ra

     Name:   Peter Ra
     Title:   Vice President
     Name of Lender: Flatiron CLO 2011-1 Ltd.
     By: New York Life Investment Management LLC,
     as Collateral Manager and Attorney-In-Fact
   by  

/s/ Peter Ra

     Name:   Peter Ra
     Title:   Vice President

     Name of Lender: MainStay Floating Rate Fund,
     a series of MainStay Funds Trust
     By: New York Life Investment Management LLC, its
     Investment Manager
   by  

/s/ Peter Ra

     Name:   Peter Ra
     Title:   Vice President
     Name of Lender: MainStay VP Floating Rate Portfolio,
     a series of MainStay VP Funds Trust
     By: New York Life Investment Management LLC,
     its Investment Manager
   by  

/s/ Peter Ra

     Name:   Peter Ra
     Title:   Vice President
     Name of Lender: New York Life Insurance Company
   by  

/s/ Peter Ra

     Name:   Peter Ra
     Title:   Vice President
     Name of Lender: New York Life Insurance and Annuity
     Corporation
     By: New York Life Investment Management LLC,
     its Investment Manager
   by  

/s/ Peter Ra

     Name:   Peter Ra
     Title:   Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Virtus Multi-Sector Short Term Bond Fund
       by  

/s/ Kyle Jennings

         Name:   Kyle Jennings
         Title:   Managing Director
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Virtus Senior Floating Rate Fund
     by  

/s/ Kyle Jennings

       Name:   Kyle Jennings
       Title:   Managing Director
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   VVIT: Virtus Strategic Allocation Series
       by  

/s/ Kyle Jennings

         Name:   Kyle Jennings
         Title:   Managing Director
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: Future Fund Board of Guardians
       By: Oak Hill Advisors, L.P., as its Investment Advisor
       by  

/s/ Glenn R. August

         Name:   Glenn R. August
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: OHA CREDIT PARTNERS VI, LTD.
       By: Oak Hill Advisors, L.P. As its portfolio manager
       by  

/s/ Glenn R. August

         Name:   Glenn R. August
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: OHA Finlandia Credit Fund
       by  

/s/ Glenn R. August

         Name:   Glenn R. August
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: OHA Intrepid Leveraged Loan Fund, Ltd.
       By: Oak Hill Advisors, L.P., as its Portfolio Manager
       by  

/s/ Glenn R. August

         Name:   Glenn R. August
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   OHA Park Avenue CLO I, Ltd.
     By:   Oak Hill Advisors, L.P., as Investment Manager
     by  

/s/ Glenn R. August

       Name:   Glenn R. August
       Title:   Authorized Signatory
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:      Oregon Public Employees Retirement Fund
        By:   Oak Hill Advisors, L.P., as Investment Manager
        by  

/s/ Glenn R. August

          Name:   Glenn R. August
          Title:   Authorized Signatory
   For any Lender requiring a second signature line:
        by  

 

          Name:  
          Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: Oak Hill Credit Partners IV, Limited
       By:   Oak Hill CLO Management IV, LLC, as Investment Manager
       by  

/s/ Glenn R. August

         Name:   Glenn R. August
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: Oak Hill Credit Partners V, Limited
       By:   Oak Hill Advisors, L.P., as Portfolio Manager
       by  

/s/ Glenn R. August

         Name:   Glenn R. August
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: Oak Hill European Credit Partners I plc
       By:   Oak Hill Advisors (Europe), LLP, as Portfolio Manager
       by  

/s/ Richard Munn

         Name:   Richard Munn
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Oak Hill European Credit Partners II plc
     By:   Oak Hill Advisors (Europe), LLP, as Portfolio Manager
     by  

/s/ Richard Munn

       Name:   Richard Munn
       Title:   Authorized Signatory
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   ACE Tempest Reinsurance Ltd.
     By:   Oaktree Capital Management, L.P. Its: Investment Manager
     by  

/s/ Rob Perelson

       Name:   Rob Perelson
       Title:   Managing Director
   For any Lender requiring a second signature line:
     by  

/s/ Desmund Shirazi

       Name:   Desmund Shirazi
       Title:   Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Arch Investment Holdings IV Ltd.
     By:   Oaktree Capital Management, L.P. Its: Investment Manager
     by  

/s/ Rob Perelson

       Name:   Rob Perelson
       Title:   Managing Director
   For any Lender requiring a second signature line:
     by  

/s/ Desmund Shirazi

       Name:   Desmund Shirazi
       Title:   Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Oaktree Senior Loan Fund, L.P.
     By:   Oaktree Senior Loan Fund GP, L.P. Its: General Partner,
     By:   Oaktree Fund GP IIA, LLC Its: General Partner,
     By:   Oaktree Fund GP II, L.P. Its: Managing Member
     by  

/s/ Rob Perelson

       Name:   Rob Perelson
       Title:   Authorized Signatory
   For any Lender requiring a second signature line:
     by  

/s/ Desmund Shirazi

       Name:   Desmund Shirazi
       Title:   Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   The Public Education Employee
     Retirement System of Missouri
     By:   Oaktree Capital Management, L.P. Its: Investment Manager
     by  

/s/ Rob Perelson

       Name:   Rob Perelson
       Title:   Managing Director
   For any Lender requiring a second signature line:
     by  

/s/ Desmund Shirazi

       Name:   Desmund Shirazi
       Title:   Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   The Public School Retirement System of Missouri
     By:   Oaktree Capital Management, L.P. Its: Investment Manager
     by  

/s/ Rob Perelson

       Name:   Rob Perelson
       Title:   Managing Director
   For any Lender requiring a second signature line:
     by  

/s/ Desmund Shirazi

       Name:   Desmund Shirazi
       Title:   Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:    UniSuper Limited, as Trustee for UniSuper
     By:   Oaktree Capital Management, L.P. Its: Investment Manager
     by  

/s/ Rob Perelson

       Name:   Rob Perelson
       Title:   Managing Director
   For any Lender requiring a second signature line:
     by  

/s/ Desmund Shirazi

       Name:   Desmund Shirazi
       Title:   Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   ORIX Corporate Capital Inc.
     by  

/s/ Christopher L. Smith

       Name:   Christopher L. Smith
       Title:   Authorized Representative
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender: OZLM FUNDING, LTD.
     By:   Och-Ziff Loan Management LP, Its Portfolio Manager
     By:   Och-Ziff Loan Management LLC, its General Partner
       by  

/s/ Joel Frank

         Name:   Joel Frank
         Title:   Chief Financial Officer

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   PACIFIC LIFE INSURANCE COMPANY
     by  

/s/ James P. Leasure

       Name:   James P. Leasure
       Title:   Assistant Vice President
   For any Lender requiring a second signature line:
     by  

/s/ Joseph J. Tortorelli

       Name:   Joseph J. Tortorelli
       Title:   Assistant Secretary

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   PACIFIC LIFE FUNDS – PL SHORT DURATION
       INCOME FUND
    

By:   Pacific Life Fund Advisors LLC (d/b/a/ Pacific Asset Management), in its

         capacity as Investment Advisor

       by  

/s/ James P. Leasure

         Name:   James P. Leasure
         Title:   Senior Managing Director
     For any Lender requiring a second signature line:
       by  

/s/ Joseph J. Tortorelli

         Name:   Joseph J. Tortorelli
         Title:   Assistant Secretary

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

     Name of Lender:   PACIFIC LIFE FUNDS – PL FLOATING RATE
       INCOME FUND
    

By:   Pacific Life Fund Advisors LLC (d/b/a/ Pacific Asset Management),

         in its capacity as Investment Advisor

       by  

/s/ James P. Leasure

         Name:   James P. Leasure
         Title:   Senior Managing Director
     For any Lender requiring a second signature line:
       by  

/s/ Joseph J. Tortorelli

         Name:   Joseph J. Tortorelli
         Title:   Assistant Secretary

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   IHC Pension Plan (Intermountain Health)
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Oregon Public Employee Retirement Fund
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   UFCW Southern California Food Employees StocksPLUS
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   PIMCO Funds: PIMCO Total Return Fund
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   PIMCO Funds: Private Account Portfolio Series
   High Yield Portfolio
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor, acting through Investors
     Fiduciary Trust Company, in the Nominee Name of IFTCO
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   PIMCO Funds: PIMCO Investment Grade
   Corporate Bond Fund
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   PIMCO Funds: PIMCO Floating Income Fund
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor, acting through Investors
     Fiduciary Trust Company in the Nominee Name of IFTCO
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   PIMCO Funds: PIMCO Diversified Income Fund
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor, acting through Investors
     Fiduciary Trust Company in the Nominee Name of IFTCO
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   PIMCO Funds: PIMCO Income Fund
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   PIMCO Funds: PIMCO Long-Term Credit Fund
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Sara Lee Corporation Master Investment Trust for Defined Benefit Plans
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
  By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Baptist Foundation of Texas
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
  By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Freescale Semiconductor, Inc.
401(k) Retirement Savings Plan
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
  By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

PIMCO Monthly Income Fund (Canada)
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Koniginstrasse I S.a.r.l.
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

IBM 401(k) Plus Plan

By:

  

Pacific Investment Management Company LLC,

 

as its Investment Advisor

 

        By:

  

/s/ Arthur Y.D. Ong

   

Arthur Y.D. Ong

   

Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

PIMCO Bermuda Foreign Low Duration Fund
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

DTE Energy Company Affiliates Employee Benefit
Plans Master Trust
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

United Food & Commercial Workers
International Union Industry Pension Fund
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

PIMCO Absolute Return Strategy IV Master Fund
LDC  
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

PIMCO Funds Global Investors Series plc:
Global Investment Grade Credit Fund
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

PIMCO Cayman Global LIBOR Plus (U.S. Dollar-Hedged)
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

PIMCO Cayman Bank Loan Fund
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

PIMCO Cayman European High Yield Fund
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

PIMCO Funds: Private Account Portfolio Series
Senior Floating Rate Portfolio
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

PIMCO Funds: PIMCO Senior Floating Rate Fund
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

PIMCO Funds Global Investors Series plc:
Diversified Income Fund
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

PIMCO Absolute Return Strategy II Cayman Unit Trust
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Barclays Bank UK Retirement Fund
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

South Carolina Retirement System
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Rush University Medical Center Master Retirement Trust
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

IBM 401(k) Plus Plan
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Aon Retirement Plan Master Trust
By:   Pacific Investment Management Company LLC,
  as its Investment Advisor
          By:  

/s/ Arthur Y.D. Ong

    Arthur Y.D. Ong
    Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   The Linde Pension Plan Trust
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Puerto Rico Telephone Co. Master Trust
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   San Luis Obispo County Pension Board of Trustees
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Jaguar Pension Plan
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Land Rover Pension Scheme
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Portola CLO, Ltd.
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Fairway Loan Funding Company
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Mayport CLO Ltd.
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Endurance Specialty Insurance Ltd.
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Montpelier Reinsurance Ltd.
   By:   Pacific Investment Management Company LLC,
     as its Investment Advisor
       By:  

/s/ Arthur Y.D. Ong

         Arthur Y.D. Ong
         Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Metropolitan Employee Benefit System
  By:   Pacific Investment Management Company LLC,
    as its Investment Advisor
            By:  

/s/ Arthur Y.D. Ong

      Arthur Y.D. Ong
      Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Virginia Retirement System
  By:   Pacific Investment Management Company LLC,
    as its Investment Advisor
            By:  

/s/ Arthur Y.D. Ong

      Arthur Y.D. Ong
      Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Lloyds TSB Group Pension Scheme No. 1
  By:   Pacific Investment Management Company LLC,
    as its Investment Advisor
            By:  

/s/ Arthur Y.D. Ong

      Arthur Y.D. Ong
      Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Lloyds TSB Group Pension Scheme No. 2
  By:   Pacific Investment Management Company LLC,
    as its Investment Advisor
            By:  

/s/ Arthur Y.D. Ong

      Arthur Y.D. Ong
      Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Curian/PIMCO Income Fund
  By:   Pacific Investment Management Company LLC,
    as its Investment Advisor
            By:  

/s/ Arthur Y.D. Ong

      Arthur Y.D. Ong
      Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Inteligo Bank Ltd.
  By:   Pacific Investment Management Company LLC,
    as its Investment Advisor
            By:  

/s/ Arthur Y.D. Ong

      Arthur Y.D. Ong
      Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  PIMCO Funds Global Investors Series plc:
  Diversified Income Duration Hedged Fund
  By:   Pacific Investment Management Company LLC,
    as its Investment Advisor
            By:  

/s/ Arthur Y.D. Ong

      Arthur Y.D. Ong
      Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Pacific Life Insurance Company
  By:   Pacific Investment Management Company LLC,
    as its Investment Advisor
            By:  

/s/ Arthur Y.D. Ong

      Arthur Y.D. Ong
      Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Clavos Euro CDO Limited
     by  

/s/ Mathias Müller

       Name:     Mathias Müller
       Title:     Authorised Signatory
   For any Lender requiring a second signature line:
     by  

/s/ Martin Payne

       Name:     Martin Payne
       Title:     Authorised Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   RMF Euro CDO IV PLC
     by  

/s/ Mathias Müller

       Name:   Mathias Müller
       Title:   Authorised Signatory
   For any Lender requiring a second signature line:
     by  

/s/ Martin Payne

       Name:   Martin Payne
       Title:   Authorised Signatory

 

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   RMF Euro CDO V PLC
     by  

/s/ Mathias Müller

       Name:   Mathias Müller
       Title:   Authorised Signatory
   For any Lender requiring a second signature line:
     by  

/s/ Martin Payne

       Name:   Martin Payne
       Title:   Authorised Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Euro-Galaxy CLO BV
     By:   PineBridge Investments LLC As Collateral Manager
     by  

/s/ Steven Oh

       Name:   Steven Oh
       Title:   Managing Director
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Fire and Police Pension Fund, San Antonio
    By:   PineBridge Investments LLC Its Investment Manager
    by  

/s/ Steven Oh

      Name:   Steven Oh
      Title:   Managing Director
  For any Lender requiring a second signature line:
    by  

 

      Name:  
      Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Galaxy XI CLO, Ltd.
    By:   PineBridge Investments LLC As Collateral Manager
    by  

/s/ Steven Oh

      Name:   Steven Oh
      Title:   Managing Director
  For any Lender requiring a second signature line:
    by  

 

      Name:  
      Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Galaxy XII CLO, Ltd.
    By:   PineBridge Investments LLC As Collateral Manager
    by  

/s/ Andrew Meissner

      Name:   Andrew Meissner
      Title:   Managing Director
  For any Lender requiring a second signature line:
    by  

 

      Name:  
      Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   PineBridge Bank Loan Fund Ltd.
    By:   PineBridge Investments LLC Its Investment Manager
    by  

/s/ Steven Oh

      Name:   Steven Oh
      Title:   Managing Director
  For any Lender requiring a second signature line:
    by  

 

      Name:  
      Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Name of Lender:   Saturn CLO, Ltd.
       By:   PineBridge Investments LLC Its Collateral Manager
       by  

/s/ Steven Oh

         Name:     Steven Oh
         Title:     Managing Director
   For any Lender requiring a second signature line:
       by  

 

         Name:    
         Title:    

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Name of Lender:   STICHTING PENSIOENFONDS VOOR HUISARTSEN
       By:   PineBridge Investments LLC Its Investment Advisor
       by  

/s/ Steven Oh

         Name:     Steven Oh
         Title:     Managing Director
   For any Lender requiring a second signature line:
       by  

 

         Name:    
         Title:    

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   PUTNAM FLOATING RATE INCOME FUND
     by  

See next page

       Name:  
       Title:  
   For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

    PUTNAM FLOATING RATE INCOME FUND
   

/s/ Beth Mazor

    By:   Beth Mazor
    Title:   V.P.

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Name of Lender:   PUTNAM ABSOLUTE RETURN 300 FUND
       by  

See next page

         Name:    
         Title:    
   For any Lender requiring a second signature line:
       by  

 

         Name:    
         Title:    

PUTNAM ABSOLUTE RETURN 300 FUND
by   Putnam Investment Management, LLC

/s/ Kevin Parnell

Name:   Kevin Parnell
Title:   Manager

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Name of Lender:   PUTNAM ABSOLUTE RETURN 500 FUND
       by  

See next page

         Name:    
         Title:    
   For any Lender requiring a second signature line:
       by  

 

         Name:    
         Title:    

PUTNAM FUNDS TRUST

on behalf of its series, PUTNAM ABSOLUTE

RETURN 500 FUND

by   Putnam Investment Management, LLC

/s/ Suzanne Deshaies

Name:   Suzanne Deshaies
Title:   VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Name of Lender:   PUTNAM ABSOLUTE RETURN 700 FUND
       by  

See next page

         Name:    
         Title:    
   For any Lender requiring a second signature line:
       by  

 

         Name:    
         Title:    

PUTNAM FUNDS TRUST  
on behalf of its series, PUTNAM ABSOLUTE RETURN 700 FUND by Putnam Investment Management, LLC

/s/ Suzanne Deshaies

  
Name:   Suzanne Deshaies  
Title:   VP  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:    Coöperatieve Centrale Raiffeisen-Boerenleenbank b. a.,
     New York Branch
     by  

/s/ Lissy Smit

       Name:   Lissy Smit
       Title:   Executive Director
  For any Lender requiring a second signature line:
     by  

/s/ Michael Phelan

       Name:   Michael Phelan
       Title:   Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:    Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
     “Rabobank Nederland”, New York Branch
     by  

/s/ Lissy Smit

       Name:   Lissy Smit
       Title:   Executive Director
  For any Lender requiring a second signature line:
     by  

/s/ Michael Phelan

       Name:   Michael Phelan
       Title:   Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Rabobank International
    Coöperatieve Centrale Raiffeisen-Boerenleenbank b. a.,
    Zweigniederlassung Frankfurt a. M.
    Solmsstrasse 83, 60486 Frankfurt am Main
    by  

/s/ Judith Zucker

      Name:   Judith Zucker
      Title:   VP
  For any Lender requiring a second signature line:
    by  

/s/ Anne Geymeier

      Name:   Anne Geymeier
      Title:   VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:
     by  

/s/ Lissy Smit

       Name:   Lissy Smit
       Title:   Executive Director
  For any Lender requiring a second signature line:
     by  

/s/ Michael Phelan

       Name:   Michael Phelan
       Title:   Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:    GSC Investment Corp CCO 2007
     by  

/s/ Tom Inglesby

       Name:   Tom Inglesby
       Title:   Managing Director
  For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Baker Street Funding CLO 2005-1 Ltd.
By:   Seix Investment Advisors LLC, as Collateral Manager
Baker Street CLO II Ltd.
By:   Seix Investment Advisors LLC, as Collateral Manager
Baptist Health South Florida, Inc.
By:   Seix Investment Advisors LLC, as Advisor
Blue Cross of Idaho Health Service, Inc.
By:   Seix Investment Advisors LLC, as Investment
  Manager
Mountain View Funding CLO 2006-I, Ltd.
By:   Seix Investment Advisors LLC, as Collateral Manager
Mountain View CLO II Ltd.
By:   Seix Investment Advisors LLC, as Collateral Manager
Mountain View CLO III Ltd.
By:   Seix Investment Advisors LLC, as Collateral Manager
RidgeWorth Funds - Seix Floating Rate High Income Fund
By:   Seix Investment Advisors LLC, as Subadviser
RidgeWorth Funds – Total Return Bond Fund
By:   Seix Investment Advisors LLC, as Subadviser
Rochdale Fixed Income Opportunities Portfolio
By:   Seix Investment Advisors LLC, as Subadviser
  as Lendes

 

By:  

/s/ George Goudelias

  Name:   George Goudelias
  Title:   Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  WM Pool – Fixed Interest Trust No. 7
By:   Shenkman Capital Management, Inc., as
  Investment Manager
By:  

/s/ Richard H. Weinstein

  Name:   Richard H. Weinstein
  Title:   Chief Operating Officer

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Texas PrePaid Higher Education Tuition Board
By:   Shenkman Capital Management, Inc., as
  Investment Advisor
By:  

/s/ Richard H. Weinstein

  Name:   Richard H. Weinstein
  Title:   Chief Operating Officer

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Teachers’ Retirement System of Louisiana
  (Shenkman – BANK LOAN ACCOUNT)
By:   Shenkman Capital Management, Inc., as
  Investment Manager
By:  

/s/ Richard H. Weinstein

  Name:   Richard H. Weinstein
  Title:   Chief Operating Officer

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Westbrook CLO, Ltd.
By:   Shenkman Capital Management, Inc., as
  Investment Manager
By:  

/s/ Richard H. Weinstein

  Name:   Richard H. Weinstein
  Title:   Chief Operating Officer

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   JHF II-Multi Sector Bond Fund
       by  

/s/ Adam Shapiro

         Name:   Adam Shapiro
         Title:   GENERAL COUNSEL
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Stone Harbor Global Funds PLC – Stone Harbor Leveraged Loan Portfolio
       by  

/s/ Adam Shapiro

         Name:   Adam Shapiro
         Title:   GENERAL COUNSEL
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Libra Global Limited
       by  

/s/ Adam Shapiro

         Name:   Adam Shapiro
         Title:   GENERAL COUNSEL
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Commonwealth of Pennsylvania State Employees Retirement System
       by  

/s/ Adam Shapiro

         Name:   Adam Shapiro
         Title:   GENERAL COUNSEL
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   San Joaquin County Employees’ Retirement Association
       by  

/s/ Adam Shapiro

         Name:   Adam Shapiro
         Title:   GENERAL COUNSEL
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

 

   Name of Lender:   IBM Personal Pension Plan Trust
       By:   Stone Tower Fund Management LLC, its Investment Manager
       by  

/s/ Joe Moroney

         Name:   Joe Moroney
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   STONE TOWER CLO III LTD.
       By:   Stone Tower Debt Advisors LLC, as its Collateral Manager
       by  

/s/ Joe Moroney

         Name:   Joe Moroney
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   Stone Tower CLO IV Ltd.
       By:   Stone Tower Debt Advisors LLC, as its Collateral Manager
       by  

/s/ Joe Moroney

         Name:   Joe Moroney
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   CORNERSTONE CLO LTD.
       By:   Stone Tower Debt Advisors LLC, as its Collateral Manager
       by  

/s/ Joe Moroney

         Name:   Joe Moroney
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   RAMPART CLO 2006-1 LTD.
       By:   Stone Tower Debt Advisors LLC, as its Collateral Manager
       by  

/s/ Joe Moroney

         Name:   Joe Moroney
         Title:   Authorized Signatory
   For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   Rampart CLO 2007 Ltd.
  By: Stone Tower Debt Advisors LLC, as its Collateral Manager
  by  

/s/ Joe Moroney

    Name:   Joe Moroney
    Title:   Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:     Stone Tower CLO V Ltd.
  By: Stone Tower Debt Advisors LLC, As its Collateral Manager
  by  

/s/ Joe Moroney

    Name:   Joe Moroney
    Title:   Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   STONE TOWER CLO VII LTD.
  By: Stone Tower Debt Advisors LLC, as its Collateral Manager
  by  

/s/ Joe Moroney

    Name:   Joe Moroney
    Title:   Authorized Signatory
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   FREESTONE TRADING, LLC
  By: SunTrust Bank, its Manager
  by  

/s/ Douglas Weltz

    Name:   Douglas Weltz
    Title:   Director
For any Lender requiring a second signature line:
  by  

 

    Name:  
    Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender:   TETON FUNDING, LLC
  By: SunTrust Bank, its Manager
  by  

/s/ Douglas Weltz

    Name:   Douglas Weltz
    Title:   Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:    FREESTONE TRADING, LLC
     By: SunTrust Bank, its Manager
     by   

/s/ Douglas Weltz

        Name:   Douglas Weltz
        Title:   Director
  For any Lender requiring a second signature line:
     by   

 

        Name:  
        Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:  

Founders Grove CLO, Ltd.

   

By: Tall Tree Investment Management, LLC

as Collateral Manager

    by   

/s/ Douglas L. Winchell

       Name:   Douglas L. Winchell
       Title:   Officer
  For any Lender requiring a second signature line:
    by   

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   Grant Grove CLO, Ltd.
    By:    Tall Tree Investment Management, LLC
    as Collateral Manager
    by   

/s/ Douglas L. Winchell

       Name:   Douglas L. Winchell
       Title:   Officer
  For any Lender requiring a second signature line:
    by   

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:    Muir Grove CLO, Ltd.
     By: Tall Tree Investment Management, LLC
as Collateral Manager
     by  

/s/ Douglas L. Winchell

       Name:   Douglas L. Winchell
       Title:   Officer
  For any Lender requiring a second signature line:
     by  

 

       Name:  
       Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   GANNETT PEAK CLO I, LTD.
      By:   THL Credit Senior Loan Strategies LLC, as Manager
      by  

/s/ Kathleen A. Zarn

        Name:   Kathleen A. Zarn
        Title:   Vice President
  For any Lender requiring a second signature line:
      by  

 

        Name:  
        Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

    Name of Lender:   ILLINOIS STATE BOARD OF INVESTMENT
      By:   THL Credit Senior Loan Strategies LLC, as Investment Manager
      by  

/s/ Kathleen A. Zarn

        Name:   Kathleen A. Zarn
        Title:   Vice President
    For any Lender requiring a second signature line:
      by  

 

        Name:  
        Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

   Name of Lender:   THL Credit Bank Loan Select Master Fund, a Class of
     The THL Credit Bank Loan Select Series Trust I
     By:   THL Credit Senior Loan Strategies LLC, as Investment
     Manager
     by  

/s/ Kathleen A. Zarn

       Name:   Kathleen A. Zarn
       Title:   Vice President
   For any Lender requiring a second signature line:
     by  

 

       Name:    
       Title:    

 

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Thrivent Asset Management, LLC, as investment adviser to:

Thrivent Moderately Conservative Allocation Fund

Thrivent Moderate Allocation Fund

Thrivent Moderately Aggressive Allocation Fund

(each, a Lender)

 

by  

/s/ Conrad Smith

  Name:   Conrad Smith
  Title:   Sr. Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

Name of Lender: Thrivent Financial for Lutherans, as investment adviser to:

Thrivent Moderately Conservative Allocation Portfolio

Thrivent Moderate Allocation Portfolio

Thrivent Moderately Aggressive Allocation Portfolio

(each, a Lender)

 

by  

/s/ Conrad Smith

  Name:   Conrad Smith
  Title:   Sr. Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

    Name of Lender:   USAA High Income Fund
      by  

/s/ John P. Toohey

        Name:   John P. Toohey
        Title:   Vice President
    For any Lender requiring a second signature line:
      by  

 

        Name:  
        Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

  Name of Lender:   LeverageSource III S.a.r.l.,
    by  

/s/ Paul Plank

      Name:   Paul Plank
      Title:   Authorized Signatory
  For any Lender requiring a second signature line:
    by  

 

      Name:    
      Title:    

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   OCEAN TRAILS CLO I
       By:   West Gate Horizons Advisors LLC,
         as Collateral Manager
       by  

/s/ Bradley K. Bryan

         Name:   BRADLEY K. BRYAN
         Title:   SR. CREDIT ANALYST
     For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   OCEAN TRAILS CLO II
       By:   West Gate Horizons Advisors LLC,
         as Manager
       by  

/s/ Bradley K. Bryan

         Name:   BRADLEY K. BRYAN
         Title:   SR. CREDIT ANALYST
     For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

 

     Name of Lender:   WG HORIZONS CLO I
       By:   West Gate Horizons Advisors LLC,
         as Manager
       by  

/s/ Bradley K. Bryan

         Name:   BRADLEY K. BRYAN
         Title:   SR. CREDIT ANALYST
     For any Lender requiring a second signature line:
       by  

 

         Name:  
         Title:  

ANNEX A

Third Amended and Restated Credit Agreement

[To be attached]

SCHEDULE I

New Incremental Term Lenders

 

New Incremental Term Lender

    New Incremental Term  Loan
Commitment Amount		  

Credit Suisse AG

    $ 2,235,000,000       € 300,000,000   

TOTAL NEW INCREMENTAL TERM LOAN COMMITMENT

    $ 2,235,000,000       € 300,000,000   

SCHEDULE II

Limitations

Each Loan Party incorporated or otherwise organized under the laws of any jurisdiction other than the United States or any state thereof (other than Holdings, the Luxembourg Issuer, Beverage Packaging Holdings (Luxembourg) III S.à r.l. and BP I) and any Loan Party as may be agreed by the Administrative Agent acting in its sole discretion (each a “Limited Loan Party”, and collectively, the “Limited Loan Parties”) is only a signatory to this Amendment and Assumption Agreement for the purpose of giving its assent to the amendments to the Existing Credit Agreement made by this Amendment and Assumption Agreement (and for no other purpose whatsoever). It is expressly agreed by all parties to this Amendment and Assumption Agreement that, notwithstanding that each such Limited Loan Party is a signatory to this Amendment and Assumption Agreement, none of the Limited Loan Parties is (by so being a signatory) consenting to, confirming or otherwise acknowledging, and no Limited Loan Party shall be held liable for, any extension whatsoever of its obligations and liabilities under the Third Amended and Restated Credit Agreement or any other Loan Document (in its capacity as a Loan Party or otherwise) in excess of, or in addition to, such obligations and liabilities as they existed with respect to such Limited Loan Party immediately prior to the Third Restatement Date.

The Administrative Agent and the Lenders party hereto hereby agree that there shall be no breach of any representation, warranty or covenant in the Third Amended and Restated Credit Agreement or any other Loan Documents as a result of the fact that any such representation or warranty made by or with respect to (a) a Limited Loan Party or (b) a Limited Loan Party Shareholder (but only in respect of a Limited Collateral Agreement), required in any Loan Document or in any document required by any Loan Document would be untrue or incorrect (or any such covenant would be unable to be satisfied) by virtue of the fact that (i) all necessary corporate or other action may not yet have been taken to approve or authorize the extension by such Limited Loan Party of any obligation or liability on its part in respect of the New Incremental Term Loans or otherwise in respect of this Amendment and Assumption Agreement (save for the purpose referred to in the first paragraph above) or the Reaffirmation Agreement referred to herein or any other amendment, supplement, or confirmation of any existing Loan Document as referred to in Section 4(c) of the Amendment and Assumption Agreement or any matters relating thereto, (ii) all necessary corporate or other action may not yet have been taken by a Limited Loan Party Shareholder to approve or authorize the extension by it of its obligations under any Limited Collateral Agreement to which it is a party, to the New Incremental Term Loans or otherwise in respect of this Amendment and Assumption Agreement, (iii) any existing guarantee or security interest in the Collateral (a) provided by such Limited Loan Party or (b) provided by a Limited Loan Party Shareholder under a Limited Collateral Agreement may not be legal, valid or enforceable in respect of Bank Obligations relating to the New Incremental Term Loans or otherwise in respect of this Amendment and Assumption Agreement or any such security interest is not a first priority Lien and perfected in respect thereof or (iv) in the case of the Thai Guarantor, such Thai Guarantor may not yet have obtained a Thai Business Permit (as defined in Schedule III) in respect of the Thai Guarantor’s guarantee of the obligations of Reynolds Group Holdings Limited and Pactiv LLC, and no Default

or Event of Default shall be deemed to have occurred as a result thereof, provided that the Loan Parties are otherwise in compliance with the obligations under Section 8 of the Amendment and Assumption Agreement.

For the purposes of this Schedule II, “Limited Collateral Agreement” shall mean a Collateral Agreement entered into by a Loan Party (a “Limited Loan Party Shareholder”) in respect of the equity, stock or other membership interests of a Limited Loan Party.

SCHEDULE III

Post-Effectiveness Matters

Holdings shall cause:

 

(a) within 135 days after the Third Restatement Date (or such later date as the Administrative Agent in its sole discretion may permit), and subject to the Agreed Security Principles, each Limited Loan Party incorporated or otherwise organized under the laws of a jurisdiction other than Thailand to take any and all actions reasonably requested by the Administrative Agent to confirm and acknowledge (in particular but not limited to by way of confirmation agreements) that its guarantee of the Bank Obligations (with respect to each such Loan Party) and its other security granted (in particular but not limited to Austrian law pledges) (with respect to each such Loan Party) continue in full force and effect, in each case subject to any limitations contained therein or in Schedule 10.03 of the Third Amended and Restated Credit Agreement, in respect of the Bank Obligations under the Third Amended and Restated Credit Agreement and the other Loan Documents, including the New Incremental Term Loans;

 

(b) in respect of a Thai Guarantor:

(x) within 135 days after the Third Restatement Date (or such later date as the Administrative Agent in its sole discretion may permit), and subject to the Agreed Security Principles but, for the avoidance of doubt, irrespective of whether or not such Loan Party has received the in-principle approval from the Bank of Thailand or the Thai Business Permit (as required under paragraph (y) below), each Loan Party incorporated or otherwise organized under the laws of Thailand to take any and all actions reasonably requested by the Administrative Agent to confirm and acknowledge (in particular but not limited to by way of confirmation agreements) that its guarantee of the Bank Obligations (with respect to each such Loan Party) and its other security granted (in particular but not limited to Thai law assignments) (with respect to each such Loan Party) continue in full force and effect, in each case subject to any limitations contained therein or in Schedule 10.03 of the Third Amended and Restated Credit Agreement, in respect of the Bank Obligations under the Third Amended and Restated Credit Agreement and the other Loan Documents, including the New Incremental Term Loans; and

(y) within 135 days after the Third Restatement Date (or such later date as the Administrative Agent in its sole discretion may permit), the Thai Guarantor to (i) apply to the Bank of Thailand for an in-principle approval for the remittance of any foreign currency sum from Thailand to the Bank Secured Parties pursuant to such Thai Guarantor’s obligation of payment under the Third Amended and Restated Credit Agreement and (ii) apply for a permit under the Alien Business Act B.E. 2542 from the Director-General of the Department of Business Development, Ministry of Commerce of Thailand (the “Thai Business Permit”) in respect of the Thai Guarantor’s guarantee of the obligations of

Reynolds Group Holdings Limited, Pactiv LLC, Evergreen Packaging Inc., Reynolds Consumer Products Inc. and Beverage Packaging Holdings (Luxembourg) III S.à r.l. to the extent that it has not applied for such permit pursuant to Amendment No. 6. The Thai Guarantor shall use commercially reasonable efforts to obtain the Thai Business Permit and shall, promptly upon the receipt of the Thai Business Permit, provide a certified copy of such permit to the Administrative Agent; and

 

(a) within 180 days after the Third Restatement Date (or such later date as the Administrative Agent in its sole, but reasonable, discretion may permit) with respect to (i) each Mortgage encumbering a Mortgaged Property located in the United States of America, (x) an amendment, amendment and restatement, or supplement thereto (each, a “Mortgage Amendment”), setting forth such changes as are reasonably necessary to reflect the lien securing the Bank Obligations under the Third Amended and Restated Credit Agreement and to further grant, preserve, protect, confirm and perfect the first-priority lien and security interest thereby created and perfected, (y) opinions by local counsel reasonably acceptable to the Administrative Agent regarding the enforceability of each such Mortgage Amendment, and (z) a date-down and mortgage modification endorsement to each policy of title insurance insuring the interest of the mortgagee or beneficiary, as the case may be, with respect to such Mortgages, in each case in substantially the same form as those Mortgage Amendments and local counsel opinions delivered to the Administrative Agent on August 9, 2011 in connection with Amendment No. 6, except for those changes necessary to reflect the Third Amended and Restated Credit Agreement, and each of the foregoing being in all respects reasonably acceptable to the Administrative Agent and (ii) with respect to each Mortgaged Property not currently subject to a Mortgage, such Mortgages, legal opinions regarding the enforceability of each such Mortgage, title insurance policies and other instruments, certificates, documents and agreements as may be reasonably requested by the Administrative Agent or any Collateral Agent, all subject to and in compliance with Section 5.12 of the Credit Agreement

ANNEX A

 

 

 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of September 28, 2012

among

REYNOLDS GROUP HOLDINGS INC.,

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC,

SIG EURO HOLDING AG & CO. KGAA,

SIG AUSTRIA HOLDING GMBH,

PACTIV LLC

and

the other Borrowers set forth herein,

as Borrowers,

REYNOLDS GROUP HOLDINGS LIMITED,

THE LENDERS PARTY HERETO,

and

CREDIT SUISSE AG,

as Administrative Agent

 

 

CREDIT SUISSE SECURITIES (USA) LLC

as Sole Bookrunner and Sole Lead Arranger

 

 

HSBC Securities (USA) Inc.

as Co-Arranger and Syndication Agent

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,

“RABOBANK NEDERLAND”, NEW YORK BRANCH

SUMITOMO MITSUI BANKING CORPORATION

as Documentation Agents

 

 

The taking of any Loan Document or any certified copy thereof or any other documents which constitute substitute documentation therefor, or any document which includes written confirmations or references thereto, 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 any Loan 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, except as permitted by Section 9.20 of this Agreement, keep the original documents as well as all certified copies thereof and written and signed references thereto outside of Austria and avoid 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 any Loan 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.

 

 

 

Table of Contents

 

         Page  
ARTICLE I   
Definitions   

SECTION 1.01.

  

Defined Terms

      2   

SECTION 1.02.

  

Terms Generally

      60   

SECTION 1.03.

  

Pro Forma Calculations

      61   

SECTION 1.04.

  

Classification of Loans and Borrowings

      61   

SECTION 1.05.

  

Exchange Rate Calculations

      61   

SECTION 1.06.

  

Designation as Senior Debt

      62   
ARTICLE II   
The Credits   

SECTION 2.01.

  

Commitments

      62   

SECTION 2.02.

  

Loans

      63   

SECTION 2.03.

  

Borrowing Procedure

      65   

SECTION 2.04.

  

Evidence of Debt; Repayment of Loans

      66   

SECTION 2.05.

  

Fees

      67   

SECTION 2.06.

  

Interest on Loans

      68   

SECTION 2.07.

  

Default Interest

      69   

SECTION 2.08.

  

Alternate Rate of Interest

      69   

SECTION 2.09.

  

Termination and Reduction of Commitments

      69   

SECTION 2.10.

  

Conversion and Continuation of Borrowings

      70   

SECTION 2.11.

  

Repayment of Term Borrowings

      72   

SECTION 2.12.

  

Voluntary Prepayment

      73   

SECTION 2.13.

  

Mandatory Prepayments

      76   

SECTION 2.14.

  

Reserve Requirements; Change in Circumstances

      78   

SECTION 2.15.

  

Change in Legality

      80   

SECTION 2.16.

  

Breakage

      81   

SECTION 2.17.

  

Pro Rata Treatment

      81   

SECTION 2.18.

  

Sharing of Setoffs

      81   

SECTION 2.19.

  

Payments

      82   

SECTION 2.20.

  

Taxes

      83   

SECTION 2.21.

  

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate

      87   

SECTION 2.22.

  

Letters of Credit and Bank Guarantees

      89   

SECTION 2.23.

  

Incremental Term Loans and Incremental Revolving Credit Commitments

      95   

 

i

Table of Contents

 

         Page  

ARTICLE III

  

Representations and Warranties

  

SECTION 3.01.

   Organization; Powers      99   

SECTION 3.02.

   Authorization      99   

SECTION 3.03.

   Enforceability      100   

SECTION 3.04.

   Governmental Approvals      100   

SECTION 3.05.

   Financial Statements      100   

SECTION 3.06.

   No Material Adverse Change      101   

SECTION 3.07.

   Title to Properties; Possession Under Leases      101   

SECTION 3.08.

   Subsidiaries      101   

SECTION 3.09.

   Litigation; Compliance with Laws      101   

SECTION 3.10.

   Agreements      102   

SECTION 3.11.

   Federal Reserve Regulations      102   

SECTION 3.12.

   Investment Company Act      103   

SECTION 3.13.

   Use of Proceeds      103   

SECTION 3.14.

   Taxes      103   

SECTION 3.15.

   No Material Misstatements      103   

SECTION 3.16.

   Employee Benefit Plans      104   

SECTION 3.17.

   Environmental Matters      104   

SECTION 3.18.

   Insurance      105   

SECTION 3.19.

   Security Documents      105   

SECTION 3.20.

   Location of Real Property and Leased Premises      106   

SECTION 3.21.

   Labor Matters      107   

SECTION 3.22.

   Solvency      107   

SECTION 3.23.

   Senior Indebtedness      107   

SECTION 3.24.

   Sanctioned Persons      107   

SECTION 3.25.

   Austrian Business Reorganization      108   

ARTICLE IV

  

Conditions of Lending

  

SECTION 4.01.

   All Credit Events      108   

ARTICLE V

  

Affirmative Covenants

  

SECTION 5.01.

   Existence; Compliance with Laws; Businesses and Properties      109   

SECTION 5.02.

   Insurance      109   

SECTION 5.03.

   Taxes      110   

SECTION 5.04.

   Financial Statements, Reports, etc.      110   

SECTION 5.05.

   Litigation and Other Notices      112   

SECTION 5.06.

   Information Regarding Collateral      113   

 

ii

Table of Contents

 

         Page  

SECTION 5.07.

   Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings      113   

SECTION 5.08.

   Use of Proceeds      114   

SECTION 5.09.

   Employee Benefits      114   

SECTION 5.10.

   Compliance with Environmental Laws      114   

SECTION 5.11.

   Preparation of Environmental Reports      114   

SECTION 5.12.

   Further Assurances      115   

SECTION 5.13.

   Post-Closing Obligations      116   

SECTION 5.14.

   [Reserved]      116   

SECTION 5.15.

   [Reserved]      116   

SECTION 5.16.

   Thai Approval      116   

SECTION 5.17.

   German Domination Agreements      117   

ARTICLE VI

  

Negative Covenants

  

SECTION 6.01.

   Indebtedness      118   

SECTION 6.02.

   Liens      123   

SECTION 6.03.

   Sale and Lease-Back Transactions      126   

SECTION 6.04.

   Investments, Loans and Advances      126   

SECTION 6.05.

   Mergers, Consolidations and Sales of Assets      130   

SECTION 6.06.

   Restricted Payments; Restrictive Agreements      131   

SECTION 6.07.

   Transactions with Affiliates      135   

SECTION 6.08.

   Conduct of Business      136   

SECTION 6.09.

   Other Indebtedness and Agreements      136   

SECTION 6.10.

   [Reserved]      137   

SECTION 6.11.

   [Reserved]      137   

SECTION 6.12.

   Maximum Senior Secured First Lien Leverage Ratio      137   

SECTION 6.13.

   Fiscal Year      137   

SECTION 6.14.

   Certain Equity Securities      137   

SECTION 6.15.

   Limitation on Activities of BP II      137   

SECTION 6.16.

   Certain Country Limitations      138   

 

iii

Table of Contents

 

         Page  
ARTICLE VII   

Events of Default

  

ARTICLE VIII   

The Administrative Agent and the Collateral Agents

  

ARTICLE IX   

Miscellaneous

  

SECTION 9.01.

   Notices; Electronic Communications      147   

SECTION 9.02.

   Survival of Agreement      150   

SECTION 9.03.

   Binding Effect      150   

SECTION 9.04.

   Successors and Assigns      150   

SECTION 9.05.

   Expenses; Indemnity      158   

SECTION 9.06.

   Right of Setoff      159   

SECTION 9.07.

   Applicable Law      160   

SECTION 9.08.

   Waivers; Amendment      160   

SECTION 9.09.

   Interest Rate Limitation      162   

SECTION 9.10.

   Entire Agreement      162   

SECTION 9.11.

   WAIVER OF JURY TRIAL      162   

SECTION 9.12.

   Severability      163   

SECTION 9.13.

   Counterparts      163   

SECTION 9.14.

   Headings      163   

SECTION 9.15.

   Jurisdiction; Consent to Service of Process      163   

SECTION 9.16.

   Confidentiality      164   

SECTION 9.17.

   Conversion of Currencies      165   

SECTION 9.18.

   USA PATRIOT Act Notice      165   

SECTION 9.19.

   Place of Performance      165   

SECTION 9.20.

   Austrian Stamp Duty      166   

SECTION 9.21.

   Additional Borrowers; Resignation of Borrowers      167   

SECTION 9.22.

   Application of Proceeds      167   

SECTION 9.23.

   Loan Parties’ Agent      168   

SECTION 9.24.

   Loan Modification Offers      169   

SECTION 9.25.

   Release or Re-Assignment of Securitization Assets in Connection with a Permitted Receivables Financing      170   

SECTION 9.26.

   Additional Intercreditor and Security Arrangements      170   

SECTION 9.27.

   Effect of Certain Inaccuracies      171   

 

iv

Table of Contents

 

         Page  
ARTICLE X   

Guarantee

  

SECTION 10.01.

   Guarantee      171   

SECTION 10.02.

   Guarantee of Payment      171   

SECTION 10.03.

   No Discharge or Diminishment of Guarantee      171   

SECTION 10.04.

   Defenses Waived      172   

SECTION 10.05.

   Rights of Subrogation      173   

SECTION 10.06.

   Reinstatement; Stay of Acceleration      173   

SECTION 10.07.

   Information      173   

SECTION 10.08.

   Maximum Liability      173   

SECTION 10.09.

   Contribution      174   

SECTION 10.10.

   Subordination      174   

SECTION 10.11.

   Liability Cumulative      175   

SECTION 10.12.

   Release of Guarantors      175   

 

v

SCHEDULES

 

Schedule 1.01(a)    –    Existing Letters of Credit
Schedule 1.01(b)    –    Company Post-Closing Reorganization
Schedule 1.01(c)    –    Excluded Subsidiaries
Schedule 1.01(d)    –    Mortgaged Property
Schedule 1.01(e)    –    Subsidiary Guarantors
Schedule 1.01(f)    –    Transactions
Schedule 2.01    –    Lenders and Commitments
Schedule 3.04    –    Governmental Approvals
Schedule 3.08    –    Subsidiaries
Schedule 3.09    –    Litigation
Schedule 3.17    –    Environmental Matters
Schedule 3.18    –    Insurance
Schedule 3.19(a)    –    UCC Filing Offices
Schedule 3.19(c)    –    Post-Closing Mortgage Amendments
Schedule 3.19(d)    –    Foreign Pledge Agreement Filing Requirements
Schedule 3.20    –    Owned Real Property
Schedule 6.01    –    Existing Indebtedness
Schedule 6.01(r)    –    Company Post-Closing Reorganization Indebtedness
Schedule 6.02    –    Existing Liens
Schedule 6.04(l)    –    Existing Investments
Schedule 6.06(b)    –    Existing Encumbrances
Schedule 6.07    –    Transactions with Affiliates
Schedule 6.16    –    Specified Negative Covenants for Certain Subsidiaries
Schedule 9.20    –    Stamp Duty Guidelines
Schedule 10.03    –    Limitations on Guarantees and Certain Waivers
EXHIBITS      
Exhibit A    –    Form of Administrative Questionnaire
Exhibit B    –    Form of Assignment and Acceptance
Exhibit C    –    Form of Borrowing Request
Exhibit D    –    Form of Guarantor Joinder
Exhibit E    –    Agreed Security Principles
Exhibit F    –    U.S. Collateral Agreement
Exhibit G    –    First Lien Intercreditor Agreement
Exhibit H    –    Form of Affiliate Subordination Agreement
Exhibit I    –    [Reserved]
Exhibit J    –    [Reserved]
Exhibit K    –    Form of Compliance Certificate
Exhibit L    –    Mandatory Cost
Exhibit M-1    –    Form of Borrowing Subsidiary Agreement
Exhibit M-2    –    Form of Borrowing Subsidiary Termination
Exhibit N    –    Form of Additional Bank Secured Party Acknowledgment

 

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 28, 2012 (this “Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation (“RGHI”), REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company (“RCPH”), PACTIV LLC, a Delaware limited liability company (“Pactiv”), EVERGREEN PACKAGING INC., a Delaware corporation (“Evergreen”), REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation (“RCPI”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsibilité limitée) (the “Luxembourg Borrower” and, together with RCPI, RGHI, RCPH, Pactiv and Evergreen, the “U.S. Term Borrowers”), CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation (together with the U.S. Term Borrowers, the “U.S. Borrowers”), SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares (the “German Borrower”), SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung) (the “Austrian Borrower” and, together with the Luxembourg Borrower and the German Borrower, the “European Term Borrowers”), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the “Dutch Borrower” and, together with the European Term Borrowers, the “European Borrowers”), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company (“Holdings”), the Guarantors (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), the Lenders and CREDIT SUISSE AG, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”).

The U.S. Borrowers, the European Borrowers, Holdings, the Guarantors, the lenders party thereto and the Administrative Agent previously entered into the Credit Agreement dated as of November 5, 2009, as amended by Amendment No. 1 dated as of January 21, 2010, Amendment No. 2 and Amendment No. 3 (the “Original Credit Agreement”), under which, among other things, (a) the U.S. Revolving Credit Lenders agreed to extend credit to the U.S. Revolving Borrowers in the form of U.S. Revolving Loans from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $120,000,000, (b) the European Revolving Credit Lenders agreed to extend credit to the European Borrowers in the form of European Revolving Loans from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of €80,000,000, and (c) the Issuing Banks agreed to issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of (i) $50,000,000 (which amount was increased to $100,000,000 pursuant to Amendment No. 4) under the U.S. Revolving

Credit Commitments, and (ii) €50,000,000 (which amount was increased to €70,000,000 pursuant to Amendment No. 4) under the European Revolving Credit Commitments, to support payment obligations incurred in the ordinary course of business by the Borrowers and the subsidiaries of BP I (including payment obligations with respect to any local working capital facilities (other than the Local Facilities) permitted under Section 6.01(h)).

The Borrowers have requested (a) the U.S. Term Lenders (as defined in Article I) to extend credit in the form of U.S. Term Loans (as defined in Article I) to the U.S. Term Borrowers on the Third Restatement Date, in an aggregate principal amount not in excess of $2,235,000,000, and (b) the European Term Lenders (as defined in Article I) to make European Term Loans (as defined in Article I) to the European Term Borrowers on the Third Restatement Date, in an aggregate principal amount not in excess of €300,000,000. The U.S. Term Lenders and the European Term Lenders are willing to extend such credit, in each case on the terms and subject to the conditions set forth herein and in Amendment No. 7.

The proceeds of the Term Loans to be made on the Third Restatement Date are to be used solely to consummate the Third Restatement Transactions and for general corporate purposes of Holdings and its subsidiaries. The proceeds of the Revolving Loans and any Incremental Term Loans made after the Third Restatement Date are to be used solely for general corporate purposes of Holdings and the Subsidiaries.

Pursuant to Amendment No. 7, the Borrowers, the Required Lenders (as defined in the Existing Credit Agreement) and the Term Lenders have agreed to amend and restate the Existing Credit Agreement in the form hereof. The amendment and restatement of the Existing Credit Agreement evidenced by this Agreement shall become effective as provided in Amendment No. 7.

Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Accepting Lenders” shall have the meaning assigned to such term in Section 9.24(a).

“Acquired Entity” shall have the meaning assigned to such term in Section 6.04(h).

 

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“Acquisition” shall mean the direct or indirect acquisition of (a) Closure Systems International (Luxembourg) S.ar.l, (b) Reynolds Consumer Products (Luxembourg) S.ar.l. and (c) Reynolds Consumer Products Holdings LLC, and their respective subsidiaries, as described in Schedule 1.01(f).

“Additional Bank Secured Party Acknowledgment” shall mean an Additional Bank Secured Party Acknowledgment executed under the Original Credit Agreement or the Existing Credit Agreement or substantially in the form attached hereto as Exhibit N or in another form permitted by the Administrative Agent.

“Adjusted LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to the greater of (a)(i) in the case of any Revolving Credit Borrowing, 2.00% per annum, (ii) in the case of any U.S. Term Loan, 1.00% per annum, and (iii) in the case of any European Term Loan, 1.00% per annum, and (b)(i) in the case of a Eurocurrency Borrowing denominated in Dollars, the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves and (ii) in the case of a Eurocurrency Borrowing denominated in Euro (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost.

“Administrative Agent” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided, however, that, for purposes of the definition of “Eligible Assignee” and Section 6.07 the term “Affiliate” shall also include any Person that directly or indirectly owns 10% or more of any class of Equity Interests of the Person specified or that is an officer or director of the Person specified.

“Affiliate Subordination Agreement” shall mean an Affiliate Subordination Agreement in the form of Exhibit H pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Bank Obligations.

“Affiliated Lender” shall mean any Lender that is a Related Person.

“Agents” shall have the meaning assigned to such term in Article VIII.

“Aggregate European Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’ European Revolving Credit Exposures.

 

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“Aggregate Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’ Revolving Credit Exposures.

“Aggregate U.S. Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’ U.S. Revolving Credit Exposures.

“Agreed Security Principles” shall mean the principles set forth on Exhibit E.

“Agreement Value” shall mean, for each Hedging Agreement, on any date of determination, the maximum aggregate amount (giving effect to any netting agreements) that Holdings or any Subsidiary would be required to pay if such Hedging Agreement were terminated on such date.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate on such day for a three-month Interest Period commencing on the second Business Day after such day plus 1%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate or the LIBO Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition of Federal Funds Effective Rate, the Alternate Base Rate shall be determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, or the LIBO Rate shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate, as the case may be.

“Amendment No. 2” shall mean Amendment No. 2 and Incremental Term Loan Assumption Agreement dated as of May 4, 2010, to the Original Credit Agreement.

“Amendment No. 2 Effective Date” shall mean May 4, 2010.

“Amendment No. 3” shall mean Amendment No. 3 and Incremental Term Loan Assumption Agreement dated as of September 30, 2010, to the Original Credit Agreement.

“Amendment No. 3 Effective Date” shall mean September 30, 2010.

“Amendment No. 4” shall mean Amendment No. 4 and Incremental Term Loan Assumption Agreement dated as of February 9, 2011, to the Original Credit Agreement.

“Amendment No. 4 Effective Date” shall mean February 9, 2011.

“Amendment No. 6” shall mean Amendment No. 6 and Incremental Term Loan Assumption Agreement dated as of August 9, 2011, to the Original Credit Agreement.

 

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“Amendment No. 7” shall mean Amendment No. 7 and Incremental Term Loan Assumption Agreement dated as of September 28, 2012, to the Existing Credit Agreement.

“Ancillary Borrower” shall mean any Ancillary U.S. Term Borrower or Ancillary European Term Borrower.

“Ancillary European Term Borrower” shall mean any European Term Borrower other than the Luxembourg Borrower.

“Ancillary U.S. Term Borrower” shall mean any U.S. Term Borrower other than RGHI.

“Applicable Discount” shall have the meaning assigned to such term in Section 2.12(b)(iii).

“Applicable Margin” shall mean, for any day, (a) with respect to any Eurocurrency U.S. Term Loan, the applicable percentage set forth below under the caption “Eurocurrency Spread – U.S. Term Loans”, (b) with respect to any Eurocurrency European Term Loan, the applicable percentage set forth below under the caption “Eurocurrency Spread – European Term Loans”, (c) with respect to any Daily Rate U.S. Term Loan, the applicable percentage set forth below under the caption “Daily Rate Spread – U.S. Term Loans”, (d) with respect to any Daily Rate European Term Loan, the applicable percentage set forth below under the caption “Daily Rate Spread – European Term Loans”, (e) with respect to any Eurocurrency Revolving Loan, 4.50% per annum and (f) with respect to any Daily Rate Revolving Loan, 3.50% per annum.

 

Total

Leverage

Ratio

    Eurocurrency
Spread—U.S.
Term Loans		     Daily Rate
Spread—
U.S. Term
Loans		     Eurocurrency
Spread—
European
Term Loans		     Daily
Rate
Spread—
European
Term
Loans		  

Category 1 ³ 5.50 to 1.00

      3.75 %      2.75 %      4.00 %      3.00 % 

Category 2 < 5.50 to 1.00

      3.50 %      2.50 %      3.75 %      2.75 % 

Each change in the Applicable Margin resulting from a change in the Total Leverage Ratio shall be effective with respect to all Term Loans outstanding on and after the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.04(a) or (b) and Section 5.04(c), respectively, indicating such change until the date immediately preceding the next date of delivery of such financial

 

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statements and certificates indicating another such change. Notwithstanding the foregoing, the Total Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Margin until the end of the first full fiscal quarter following the Third Restatement Date (at which time, subject to the immediately succeeding sentence, the Total Leverage Ratio shall be determined on the basis of the financial statements and certificates most recently delivered pursuant to Section 5.04(a) or (b) and Section 5.04(c), respectively, prior to such date, and the Applicable Margin resulting from such Total Leverage Ratio shall be effective until any such change is required pursuant to the immediately preceding sentence). In addition, (a) at any time during which Holdings has failed to deliver the financial statements and certificates required by Section 5.04(a) or (b) and Section 5.04(c), respectively (until the time of the delivery thereof), or (b) at any time after the occurrence and during the continuance of an Event of Default, the Total Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Margin.

“Asset Sale” shall mean any sale, transfer or other disposition (including by way of merger, amalgamation, casualty, condemnation or otherwise) by Holdings or any Subsidiary to any Person other than any Borrower or any Subsidiary Guarantor of (a) any Equity Interests of any Subsidiary (including any issuance thereof) (other than any sale or issuance of directors’ qualifying shares) or (b) any other assets of Holdings or any Subsidiary, in each case, other than:

(i) inventory (including filling machines and other equipment sold to customers), damaged, obsolete or worn out assets, scrap and Permitted Investments, in each case disposed of in the ordinary course of business;

(ii) dispositions between or among Subsidiaries that are not Loan Parties;

(iii) dispositions of (A) Securitization Assets in connection with a Permitted Receivables Financing and (B) receivables in connection with factoring or similar arrangements in the ordinary course of business;

(iv) any disposition constituting an investment permitted under Section 6.04(a) or Section 6.04(j);

(v) dispositions consisting of the granting of Liens permitted by Section 6.02;

(vi) dispositions as part of the Transactions and the Company Post-Closing Reorganization;

(vii) any sale, transfer or other disposition or series of related sales, transfers or other dispositions having a value not in excess of $15,000,000;

(viii) the abandonment of patents, trademarks or other intellectual property rights which, in the reasonable good faith determination of Holdings, are not material to the conduct of the business of Holdings and the Subsidiaries;

(ix) dispositions consisting of Restricted Payments permitted by Section 6.06;

 

6

(x) any exchange of assets for assets related to a Similar Business that are of comparable or greater fair market value or, as determined in good faith by the Board of Directors of Holdings, that are of comparable or greater usefulness to the business of Holdings and the Subsidiaries as a whole; provided that any cash received by Holdings or any Subsidiary must be applied in accordance with Section 2.13 as if such transaction were an Asset Sale;

(xi) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;

(xii) leases or sub-leases of any real property or personal property in the ordinary course of business;

(xiii) licensings and sublicensings of intellectual property of Holdings or any Subsidiary in the ordinary course of business;

(xiv) dispositions of investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in the joint venture arrangements and similar binding arrangements;

(xv) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Holdings or a Subsidiary) from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition; and

(xvi) any Sale and Leaseback Transaction.

For the avoidance of doubt, the term “Asset Sale” shall include any Specified Asset Sale.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent.

“Auction” shall have the meaning assigned to such term in Section 2.12(b)(i).

“Auction Amount” shall have the meaning assigned to such term in Section 2.12(b)(i).

“Auction Notice” shall have the meaning assigned to such term in Section 2.12(b)(i).

“August 2011 Issuers” shall mean RGHL US Escrow II LLC, a Delaware limited liability company, and RGHL US Escrow II Inc., a Delaware corporation.

 

7

“August 2011 Senior Secured Note Indenture” shall mean the senior secured note Indenture dated as of August 9, 2011, among the August 2011 Issuers and the Indenture Trustee, pursuant to which the August 2011 Senior Secured Notes were issued.

“August 2011 Senior Secured Notes” shall mean the Senior Secured Notes issued on August 9, 2011 by the August 2011 Issuers in an aggregate principal amount of $1,500,000,000, including Senior Secured Notes into which such notes may be exchanged in accordance with the provisions of the August 2011 Senior Secured Notes Indenture.

“August 2011 Senior Unsecured Note Indenture” shall mean the senior unsecured note Indenture dated as of August 9, 2011, between the August 2011 Issuers and The Bank of New York Mellon as trustee, pursuant to which the August 2011 Senior Unsecured Notes were issued.

“August 2011 Senior Unsecured Notes” shall mean the Senior Unsecured Notes issued on August 9, 2011 by the August 2011 Issuers in an aggregate principal amount of $1,000,000,000 and issued on August 10, 2012 by the U.S. Issuers and the Luxembourg Issuer in exchange for February 2012 Senior Unsecured Notes, including any Senior Unsecured Notes into which such notes may be exchanged in accordance with the provisions of the August 2011 Senior Unsecured Notes Indenture.

“Austrian Borrower” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Available Amount” shall mean, at any time, the Cumulative Credit at such time, plus, without duplication, to the extent not included in Consolidated Net Income for the relevant period, an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in cash and Permitted Investments on or after the Restatement Date by Holdings or any Loan Party in respect of any investments made with the Available Amount on or after the Restatement Date and minus the aggregate amounts expended by Holdings and the Subsidiaries on or after the Restatement Date and at or prior to such time to make investments, loans or advances pursuant to Section 6.04(q), to make Restricted Payments pursuant to Section 6.06(a)(ix) and to prepay, redeem, repurchase, retire or otherwise acquire Indebtedness pursuant to Section 6.09(c).

“Bank Guarantee” shall mean any bank guarantee issued by an Issuing Bank for the account and on behalf of any European Borrower pursuant to Section 2.22 in such form as may be approved by such Issuing Bank in its reasonable discretion.

“Bank Obligations” shall mean (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrowers under this Agreement in respect of

 

8

any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (iii) all other monetary obligations of the Borrowers to any of the Bank Secured Parties under this Agreement and each of the other Loan Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Borrowers under or pursuant to this Agreement and each of the Loan Documents, (c) the due and punctual payment and performance of all obligations of each other Loan Party under or pursuant to this Agreement and each of the other Loan Documents, (d) the due and punctual payment and performance of all obligations of each Loan Party under each Hedging Agreement with a Hedge Provider, (e) the due and punctual payment and performance of all obligations of each Loan Party under each Local Facility and (f) the Cash Management Obligations.

“Bank Secured Parties” shall mean (a) the Lenders, (b) the Administrative Agent, (c) each Collateral Agent, (d) any Issuing Bank, (e) each Hedge Provider, (f) each Local Facility Provider, (g) each Cash Management Bank, (h) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (i) the successors and assigns of each of the foregoing.

“Bankruptcy Code” shall mean the provisions of Title 11 of the United States Code, 11 USC. §§ 101 et seq.

“Bankruptcy Proceedings” shall have the meaning assigned to such term in Section 9.04(m).

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Borrowers” shall mean the U.S. Borrowers, the European Borrowers, and any other Wholly Owned Subsidiary of BP I that becomes a party hereto as a Borrower pursuant to Section 9.21.

“Borrower Materials” shall have the meaning assigned to such term in Section 9.01.

“Borrowing” shall mean Loans of the same Class, Type and currency made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.

“Borrowing Minimum” shall mean (a) with respect to a Borrowing denominated in Dollars, $5,000,000 and (b) with respect to a Borrowing denominated in Euro, €5,000,000.

 

9

“Borrowing Multiple” shall mean (a) with respect to a Borrowing denominated in Dollars, $1,000,000 and (b) with respect to a Borrowing denominated in Euro, €1,000,000.

“Borrowing Request” shall mean a request by any Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.

“Borrowing Subsidiary Agreement” shall mean a Borrowing Subsidiary Agreement substantially in the form of Exhibit M-1.

“Borrowing Subsidiary Termination” shall mean a Borrowing Subsidiary Termination substantially in the form of Exhibit M-2.

“BP I” shall mean Beverage Packaging Holdings (Luxembourg) I S.A., a Luxembourg public limited liability company (société anonyme) with a 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 128.592 and a Wholly Owned Subsidiary of Holdings.

“BP II” shall mean Beverage Packaging Holdings (Luxembourg) II S.A., a Luxembourg public limited liability company (société anonyme) with a 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 128.914 and a Wholly Owned Subsidiary of Holdings.

“Breakage Event” shall have the meaning assigned to such term in Section 2.16.

“Business Day” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are authorized or required by law to close; provided, however, that (a) when used in connection with a Eurocurrency Loan, the term “Business Day” shall exclude any day on which banks are not open for dealing in Dollar deposits in the London interbank market, and (b) when used in connection with a Loan denominated in Euro, the term “Business Day” shall also exclude any day which is not a Target Day.

“Capital Expenditures” shall mean, for any period, (a) the additions to property, plant and equipment and other capital expenditures of Holdings and its consolidated Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of Holdings for such period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by Holdings and its consolidated Subsidiaries during such period, but excluding in each case (i) any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation, (ii) any such expenditure financed with the proceeds of Qualified Capital Stock or Subordinated Shareholder Loans, (iii) any such expenditure that constitutes a Permitted Acquisition or an investment in another Person permitted by Section 6.04 and (iv) any such expenditure that constitutes an amount reinvested in accordance with the definition of “Net Cash Proceeds”.

 

10

“Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP (excluding any lease that would be required to be so classified as a result of a change in GAAP after the Third Restatement Date), and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Management Bank” shall mean any Person at the time it provides any Cash Management Services that (a) was, at the time of entry into the agreement to provide such Cash Management Services, the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lender, (b) is a Specified Cash Management Bank or (c) is otherwise approved by the Administrative Agent acting reasonably; provided that, in each case, such Person has executed and delivered to the Administrative Agent an Additional Bank Secured Party Acknowledgment, which has not been cancelled.

“Cash Management Obligations” shall mean obligations owed by the Borrower or any other Subsidiary to any Cash Management Bank at the time it provides any Cash Management Services.

“Cash Management Services” shall mean any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such bank.

A “Change in Control” shall be deemed to have occurred if (a) prior to a Qualified Public Offering, the Permitted Investors shall fail to own, directly or indirectly, beneficially and of record, shares representing at least 51% of each of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings, (b) after a Qualified Public Offering, (x) a majority of the Board of Directors of Holdings shall not be Continuing Directors or (y) the Permitted Investors shall cease to own, directly or indirectly, at least 35% of the Capital Stock of Holdings and any other “person” or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the date hereof) shall own a greater amount (it being understood that if any such person or group includes one or more Permitted Investors, the shares of Capital Stock of Holdings directly or indirectly owned by the Permitted Investors that are part of such person or group shall not be treated as being owned by such person or group for purposes of determining whether this clause (y) is triggered) or (c) BP I, BP II or any Borrower (other than an Ancillary Borrower) shall cease to be a Wholly Owned Subsidiary of Holdings.

“Change in Law” shall mean (a) the adoption of any law, rule or regulation after the Third Restatement Date or, to the extent the concept is applied to an Incremental Lender in its capacity as such, the date of the relevant Incremental Assumption

 

11

Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Third Restatement Date or, to the extent the concept is applied to an Incremental Lender in its capacity as such, the date of the relevant Incremental Assumption Agreement or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.14, by any lending office of such Lender or Issuing Bank or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Third Restatement Date or, to the extent the concept is applied to an Incremental Lender in its capacity as such, the date of the relevant Incremental Assumption Agreement; provided that any legislation relating to any U.K. Bank Levy and any published practice or other official guidance related thereto shall not constitute a Change in Law; provided further that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Charges” shall have the meaning assigned to such term in Section 9.09.

“Claim” shall have the meaning assigned to such term in Section 9.04(m).

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are U.S. Revolving Loans, European Revolving Loans, U.S. Term Loans, European Term Loans or Other Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a U.S. Revolving Credit Commitment, European Revolving Credit Commitment, U.S. Term Loan Commitment, European Term Loan Commitment or Incremental Term Loan Commitment. Other Term Loans and Other Revolving Loans (and the related Commitments) made and established at different times and with different terms, and new tranches of Term Loans and Revolving Credit Commitments established as a result of a Loan Modification Offer, shall be construed to be in different Classes.

“Closing Date” shall mean November 5, 2009.

“Closing Date Senior Secured Notes” shall mean the Senior Secured Notes issued on the Closing Date by the Luxembourg Issuer and the U.S. Issuers in an aggregate principal amount of €450,000,000 and of $1,125,000,000, in each case including any Senior Secured Notes into which such notes may be exchanged in accordance with the provisions of the November 2009 Senior Secured Note Indenture.

“Code” shall mean the U.S. Internal Revenue Code of 1986, and the regulations promulgated thereunder, as amended from time to time.

 

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“Collateral” shall mean all the collateral described in the Security Documents and the First Lien Intercreditor Agreement.

“Collateral Agents” shall mean, collectively, The Bank of New York Mellon and Wilmington Trust (London) Limited, each in its capacity as a separate collateral agent under the First Lien Intercreditor Agreement with respect to a portion of the Collateral determined in accordance with the First Lien Intercreditor Agreement, any successor thereto and any other collateral agent acceptable to Holdings and each Representative (as defined in the First Lien Intercreditor Agreement) that executes a joinder in a form acceptable to Holdings and each Representative pursuant to which it accedes to the First Lien Intercreditor Agreement as a co-collateral agent or additional or separate collateral agent with respect to all or any portion of the Collateral, and any successor to any such other collateral agent.

“Collateral Agreement” shall mean each of the U.S. Collateral Agreement and each Foreign Collateral Agreement.

“Commitment” shall mean, with respect to any Lender, such Lender’s U.S., Revolving Credit Commitment, European Revolving Credit Commitment, Term Loan Commitment or Incremental Revolving Credit Commitment.

“Commitment Fees” shall have the meaning assigned to such term in Section 2.05(a).

“Communications” shall have the meaning assigned to such term in Section 9.01.

“Company Post-Closing Reorganization” shall mean the series of transactions described in Schedule 1.01(b), as amended, supplemented or otherwise modified prior to the dates set forth on such Schedule (or such later time as the Administrative Agent in its sole discretion may permit), provided that any such amendments, supplements or modifications are not, when taken as a whole, materially adverse to the Lenders.

“Confidential Information Memorandum” shall mean the Confidential Information Memorandum of Holdings dated July 2011, as supplemented prior to the Second Restatement Date.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated net financial expense for such period, (ii) consolidated expense for taxes based on income, profits or capital for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) any non recurring fees, expenses or charges in connection with the consummation and implementation of the Transactions, the Company Post-Closing Reorganization, any Permitted Acquisition or any offering of Equity Interests or Indebtedness permitted hereunder (whether or not consummated), (v) Restructuring Costs, (vi) Cost Savings, (vii) any decrease in Consolidated Net income for such period resulting from purchase accounting in connection with any acquisition, (viii) any non-cash charges (other than the write-down of current assets) for such period, (ix) any extraordinary charges, (x) any

 

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Non-Recurring Charges, (xi) any commissions, discounts, yield and upfront and other fees or charges related to any Permitted Receivables Financing for such period, and any other amounts for such period comparable to or in the nature of interest under any Permitted Receivables Financing, and losses on dispositions of Securitization Assets and related assets in connection with any Permitted Receivables Financing for such period and (xii) the aggregate amount of Management Fees recognized as an expense during such period by Holdings and its Subsidiaries and minus (b) without duplication, (i) all cash payments made during such period on account of reserves and other non-cash charges added to Consolidated Net Income pursuant to clause (a)(viii) above in a previous period and (ii) to the extent included in determining such Consolidated Net Income, any gains which are of an abnormal, unusual, extraordinary or non-recurring nature and all non-cash items of income for such period, all determined on a consolidated basis in accordance with GAAP; provided that for purposes of calculating the Senior Secured First Lien Leverage Ratio and the Total Leverage Ratio for any period, (A) the Consolidated EBITDA of any Acquired Entity acquired by Holdings or any Subsidiary pursuant to a Permitted Acquisition during such period (or, for purposes of determining whether any transaction is permitted under Section 6.01(i) or 6.01(l), after the end of such period and on or prior to the date of such determination) shall be included on a pro forma basis for such period (assuming the consummation of such acquisition occurred as of the first day of such period) and (B) the Consolidated EBITDA of any Person or line of business sold or otherwise disposed of by Holdings or any Subsidiary during such period (or, for purposes of determining whether any transaction is permitted under Section 6.01(i) or 6.01(l), after the end of such period and on or prior to the date of such determination) shall be excluded for such period (assuming the consummation of such sale or other disposition occurred as of the first day of such period). Solely for purposes of determining compliance with the covenant in Section 6.12, any cash common equity contribution made to Holdings after the last day of any fiscal quarter and on or prior to the day that is 10 Business Days after the day on which financial statements are required to be delivered for such fiscal quarter will, at the request of Holdings, be deemed to increase, dollar for dollar, Consolidated EBITDA for such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) in each four consecutive fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (b) no more than six Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Holdings to be in compliance with the covenant in Section 6.12 for the relevant fiscal quarter, (d) all Specified Equity Contributions shall be disregarded for any purpose under this Agreement other than determining compliance with the covenant in Section 6.12 (including determining the Applicable Margin) and (e) the Specified Equity Contribution may not reduce Indebtedness on a pro forma basis for purposes of calculating the covenant in Section 6.12. If, after giving effect to the foregoing recalculations, Holdings shall then be in compliance with the requirements of the covenant set forth in Section 6.12, Holdings shall be deemed to have satisfied the requirements of the covenant in Section 6.12 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and

 

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any breach or default of the covenant in Section 6.12 that had occurred shall be deemed cured for the purposes of this Agreement and upon receipt by the Administrative Agent of written notice, prior to the expiration of the 10th Business Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section 5.04 (the “Anticipated Cure Deadline”), that Holdings intends to make a Specified Equity Contribution in respect of a fiscal quarter, the Lenders shall not be permitted to accelerate Loans held by them, to terminate the Commitments or to exercise remedies against the Collateral solely on the basis of a failure to comply with the requirements of the covenant set forth in Section 6.12 in respect of such fiscal quarter unless such failure is not cured pursuant to a Specified Equity Contribution on or prior to the Anticipated Cure Deadline (it being understood that any Default or Event of Default that shall have occurred as a result of the failure to comply with such covenant shall exist for all other purposes of this Agreement and the other Loan Documents until such Specified Equity Contribution is actually made).

“Consolidated Interest Expense” shall mean, for any period, the sum of (a) the interest expense (including imputed interest expense in respect of Capital Lease Obligations) of Holdings and the Subsidiaries for such period net of any interest income of Holdings and the Subsidiaries for the period, in each case determined on a consolidated basis in accordance with GAAP, plus (b) any interest accrued during such period in respect of Indebtedness of Holdings or any Subsidiary that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP (but excluding any capitalized interest on Subordinated Shareholder Loans), plus (c) to the extent not otherwise included in Consolidated Interest Expense, any commissions, discounts, yield and upfront and other fees and charges expensed during such period in connection with any Permitted Receivables Financing which are payable to any Person other than a Borrower, a Loan Party or a Securitization Subsidiary. For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by Holdings or any Subsidiary with respect to interest rate Hedging Agreements.

“Consolidated Net Income” shall mean, for any period, the net income or loss of Holdings and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (adjusted to reflect any charge, tax or expense incurred or accrued by a Parent Company during such period as though such charge, tax or expense had been incurred by Holdings, to the extent that Holdings has made or would be entitled under the Loan Documents to make any payment to or for the account of a Parent Company in respect thereof); provided that there shall be excluded (a) the income of any Subsidiary (other than a Loan Party) to the extent that the declaration or payment of dividends or similar distributions (including by way of repayment of existing loans) by such Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Subsidiary, (b) the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with any Subsidiary or the date that such Person’s assets are acquired by any Subsidiary, (c) the income or loss of any Person that is not a Wholly Owned Subsidiary of Holdings, to the extent attributable to the minority interest in such Person, (d) any gains attributable to

 

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sales of assets out of the ordinary course of business, (e) any net unrealized gain or loss resulting in such period from translation gains or losses including those related to currency re-measurements of Indebtedness and (f) any income or loss attributable to the early extinguishment of Indebtedness, Hedging Agreements or other derivative agreements. Consolidated Net Income shall not include the income or loss of any Unrestricted Subsidiary; provided that the amount of any cash dividends paid by any Unrestricted Subsidiary to Holdings or any Subsidiary during any period shall be included, without duplication, in the calculation of Consolidated Net Income for such period.

“Consolidated Total Assets” shall mean, as of any date, the total assets of Holdings and the Subsidiaries, determined in accordance with GAAP, as set forth on the consolidated balance sheet of Holdings as of such date.

“Continuing Directors” shall mean the directors of the Board of Directors of Holdings on the Closing Date, after giving effect to the Transactions and the other transactions contemplated thereby, and each other director if, in each case, such other director’s nomination for election to the Board of Directors of Holdings is recommended by at least a majority of the then Continuing Directors or the election of such other director is approved by one or more Permitted Investors.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Cost Savings” shall mean, for any period, without duplication of cost savings reflected in the actual operating results for such period, cost savings actually realized during such period as part of a cost savings plan, calculated on a pro forma basis as though such cost savings had been realized on the first day of such period; provided that a certificate of a Financial Officer of Holdings, certifying that such cost savings plan has been implemented and that the reflection of the Cost Savings in the calculation of Consolidated EBITDA is fair and accurate shall have been delivered to the Administrative Agent, and if reasonably requested by the Administrative Agent, such cost savings shall be verified by the Independent Accountant.

“Credit Event” shall have the meaning assigned to such term in Section 4.01.

“Credit Facilities” shall mean the revolving credit, letter of credit, bank guarantee and term loan facilities provided for by this Agreement.

“Cumulative Credit” shall have the meaning assigned to such term in the February 2011 Senior Secured Note Indenture as in effect on the Restatement Date and after giving effect to the amendment to such definition set forth in the eleventh supplemental indenture thereto dated as of September 8, 2011 (excluding amounts referred to in clauses 5 and 6 of the definition thereof).

 

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“Daily Rate” shall mean, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate or Foreign Base Rate.

“Debtor Relief Laws” shall mean the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States of America or other applicable jurisdictions from time to time in effect.

“Declined Proceeds” shall have the meaning assigned to such term in Section 2.13(e).

“Default” shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.

“Defaulting Lender” shall mean any Lender as determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit within three Business Days of the date required to be funded by it hereunder, (b) notified any Borrower, the Administrative Agent, the Issuing Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, custodian or similar entity appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, custodian or similar entity appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“Designated Foreign Currency” shall mean Euro or, with respect to any Other Term Loan Commitments and Other Revolving Credit Commitments, Canadian Dollars or any other freely available currency reasonably requested by a Borrower and reasonably acceptable to the Administrative Agent and any applicable Issuing Bank.

“Designated Non-Cash Consideration” shall mean the fair market value (which may be determined at the time the definitive agreement with respect to a given Asset Sale is entered into or at the time of the closing thereof) of non-cash consideration received by Holdings, any Borrower or any Subsidiary in connection with an Asset Sale made

 

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pursuant to Section 6.05(b) that is designated on or prior to the closing date thereof as Designated Non-Cash Consideration pursuant to a certificate of a Financial Officer of Holdings setting forth the basis of such valuation (which amount of Designated Non-Cash Consideration shall be deemed to be reduced for purposes of Section 6.05(b) to the extent the same is converted to cash, cash equivalents or Permitted Investments following the consummation of the applicable Asset Sale).

“Discount Range” shall have the meaning assigned to such term in Section 2.12(b)(i).

“Disqualified Institution” shall mean (a) any institution (and its known Affiliates) identified by Holdings in writing to the Administrative Agent from time to time as being adverse to Holdings or any of its Affiliates in any actual or threatened lawsuit and (b) business competitors of Holdings and its Subsidiaries identified by Holdings in writing to the Administrative Agent from time to time and their known Affiliates.

“Disqualified Stock” shall mean any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital (other than a return of capital payable solely in shares of Qualified Capital Stock), in each case at any time on or prior to the date that is 91 days after the Latest Term Loan Maturity Date in effect at the time of issuance of such Equity Interest, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interest referred to in clause (a) above, in each case at any time prior to the date that is 91 days after the Latest Term Loan Maturity Date in effect at the time of issuance of such Equity Interest (other than (i) upon payment in full of the Obligations (other than indemnification and other contingent obligations for which no claim has been made) or (ii) upon a “change in control”; provided that any payment required pursuant to this clause (ii) is subject to the prior repayment in full of the Obligations (other than indemnification and other contingent obligations for which no claim has been made) that are accrued and payable and the termination of the Commitments); provided further, however, that if such Equity Interest is issued to any employee or to any plan for the benefit of employees of Holdings or any of its subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified Stock solely because it may be required to be repurchased by Holdings or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Dollar Equivalent” shall mean, on any date of determination, with respect to any amount denominated in a currency other than Dollars, the equivalent in Dollars of such amount, determined by the Administrative Agent using the Exchange Rate at the time in effect.

 

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“Dollars” or “$” shall mean lawful money of the United States of America.

“Domination Agreements” shall mean the Existing Domination Agreements and any domination agreements and/or profit and loss pooling agreements (Beherrschungs- und/oder Gewinnabführungsvertrag) entered after the Closing Date pursuant to Section 5.17.

“Dutch Borrower” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Eligible Assignee” shall mean (a) in the case of Term Loans and Term Loan Commitments, (i) an Affiliated Lender, to the extent contemplated by Section 9.04(m), (ii) a Lender, (iii) an Affiliate of a Lender, (iv) a Related Fund of a Lender and (v) any other Person (other than a natural person) approved by the Administrative Agent and, unless an Event of Default has occurred and is continuing, the applicable Borrowers (each such approval not to be unreasonably withheld or delayed), and (b) in the case of any assignment of a Revolving Credit Commitment, (i) a Revolving Credit Lender, (ii) an Affiliate of a Revolving Credit Lender, (iii) a Related Fund of a Revolving Credit Lender and (iv) any other Person (other than a natural person), in the case of each of the foregoing clauses, approved by the Administrative Agent and each applicable Issuing Bank and, in the case of clauses (b)(iii) and (b)(iv), unless an Event of Default has occurred and is continuing, the applicable Borrowers (each such approval not to be unreasonably withheld or delayed); provided further that notwithstanding the foregoing, the term “Eligible Assignee” shall not include Holdings, any Borrower or any of their respective Affiliates, except as set forth in clause (a)(i) above.

“Environmental Laws” shall mean all Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, binding directives, orders (including consent orders), and binding agreements in each case, relating to the environment, the preservation or reclamation of natural resources, endangered or threatened species, protection of the climate, human health and safety as they relate to exposure to Hazardous Materials, or the presence or Release of, exposure to, or the generation, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.

“Environmental Liability” shall mean all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages, costs of medical monitoring, remediation costs and reasonable fees and expenses of attorneys and consultants), whether contingent or otherwise, arising out of or relating to (a) compliance or noncompliance with any Environmental Law, (b) the generation, use, handling, distribution, recycling, transportation, storage, treatment or disposal (or the arrangement for such activities) of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

 

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“Environmental Permits” shall mean any permit, license or other approval required under any Environmental Law.

“EONIA Rate” shall mean, for any day, (a) with respect to Loans denominated in Euros, a fluctuating rate per annum equal to the EONIA Rate calculated by the European Central Bank and published on the Reuters Screen EONIA Page or any other service selected by the Administrative Agent, reflecting the weighted average of all overnight unsecured lending transactions in the interbank market for Euros, initiated within the Euro area by the contributing panel banks or, if such rate does not appear on such page for any day which is a Business Day, the average of the quotations for such day on overnight unsecured lending transactions in Euros received by the European Administrative Agent from three banks in the European Union of recognized standing selected by it and (b) with respect to Loans denominated in a Designated Foreign Currency other than Euros, the “EONIA Rate” as defined in the applicable Incremental Assumption Agreement. The term “Reuters Screen EONIA Page” means the display designated as page “EONIA” on the Reuters Monitor Money Rates Service (or such other page as may replace the EONIA page on that service for the purpose of displaying such Euro Overnight Index Average Rate).

“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person, and any option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with Holdings or any Subsidiary is treated as a single employer under Section 414 (b) and (c) of the Code but for purposes of Sections 412 and 430, shall include clauses (m) and (o).

“ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation), (b) the failure of any Plan to satisfy the minimum funding standard applicable to such Plan within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 303(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by Holdings, any Material Subsidiary or any ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of Holdings, any Material Subsidiary or any of ERISA Affiliates from any Plan or Multiemployer Plan, (e) the receipt by Holdings or any of its ERISA Affiliates from the PBGC or the administrator of any Plan or Multiemployer Plan of any notice relating to the intention to terminate any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan, (f) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 436(f) of the Code or Section 206 of

 

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ERISA, (g) the receipt by Holdings, any Material Subsidiary or any ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from Holdings, any Material Subsidiary or any ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or “in reorganization”, “endangered” or “critical” status within the meaning of Title IV of ERISA, (h) the occurrence of a non-exempt “prohibited transaction” with respect to which Holdings or any Subsidiary is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which Holdings or any such Subsidiary could otherwise be liable, (i) any Foreign Benefit Event or (j) the occurrence of any other similar event or condition with respect to a Plan or Multiemployer Plan that could result in liability (other than liability incurred in the ordinary course of business) of Holdings or any Material Subsidiary in each case in excess of $10,000,000.

“Escrow Subsidiary” shall mean one or more subsidiaries created by Holdings for the purpose of issuing or incurring Indebtedness, the proceeds of which shall be deposited and held in escrow pursuant to customary escrow arrangements pending their use to finance a contemplated Permitted Acquisition. Until such time as the proceeds of such Indebtedness have been released from escrow in accordance with the applicable escrow arrangements (the “Escrow Release Effective Time”), each relevant Escrow Subsidiary shall be deemed not to be a Subsidiary for any purpose of this Agreement and the other Loan Documents; provided that (a) each Escrow Subsidiary shall be identified to the Administrative Agent promptly following its formation (and in any event prior to its incurrence of any Indebtedness) and (b) as of and after the Escrow Release Effective Time, each relevant Escrow Subsidiary shall be a Subsidiary for all purposes of this Agreement and the other Loan Documents unless designated as an Unrestricted Subsidiary in accordance with the terms of this Agreement.

“EURIBO Rate” shall mean, with respect to any Eurocurrency Borrowing denominated in Euro for any Interest Period, the rate per annum equal to the Banking Federation of the European Union EURIBO Rate (“BFEA EURIBOR”), as published by Telerate (or another commercially available source providing quotations of BFEA EURIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Target Days prior to the commencement of such Interest Period, for deposits in Euro (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that if such rate is not available at such time for any reason, then the “EURIBO Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Euro for delivery on the first day of such Interest Period in same day funds and with a term equivalent to such Interest Period would be offered by the Administrative Agent in the European interbank market at their request at approximately 11:00 a.m., London time, two Target Days prior to the commencement of such Interest Period.

“Euro” or “€” shall mean the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states.

 

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“Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“European Borrowers” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“European L/C Disbursement” shall mean a payment or disbursement made by any Issuing Bank pursuant to a European Letter of Credit issued by such Issuing Bank.

“European L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding European Letters of Credit at such time and (b) the aggregate principal amount of all European L/C Disbursements that have not yet been reimbursed by or on behalf of the European Borrowers at such time. The European L/C Exposure of any European Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the aggregate European L/C Exposure at such time.

“European Letter of Credit” shall mean any letter of credit or bank guarantee issued by an Issuing Bank pursuant to Section 2.22 at the request of a European Borrower for the account of itself or any other Wholly Owned Subsidiary of Holdings. All European Letters of Credit will be denominated in Euro.

“European Revolving Credit Commitment” shall mean, with respect to each European Revolving Credit Lender, the commitment of such Lender to make European Revolving Loans hereunder (and to acquire participations in Letters of Credit as provided for herein) as set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender assumed its European Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.

“European Revolving Credit Exposure” shall mean, with respect to any European Revolving Credit Lender at any time, the aggregate principal amount at such time of all outstanding European Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s European L/C Exposure.

“European Revolving Credit Lender” shall mean a Lender with a European Revolving Credit Commitment or an outstanding European Revolving Loan.

“European Revolving Loans” shall mean the revolving loans made by the Lenders to a European Borrower pursuant to clause (ii) of Section 2.01(a).

“European Term Borrowers” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“European Term Lender” shall mean a Lender with a European Term Loan Commitment or an outstanding European Term Loan.

 

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“European Term Loan Commitments” shall have the meaning assigned to the term “Incremental European Term Loan Commitments” in Amendment No. 7. As of the Third Restatement Date, the aggregate outstanding principal amount of European Term Loan Commitments was €300,000,000.

“European Term Loan Maturity Date” shall mean September 28, 2018.

“European Term Loans” shall mean the “Incremental European Term Loans” as defined in Amendment No. 7.

“Events of Default” shall mean any of the events specified in clauses (a) through (r) of Article VII; provided that any requirement set forth therein for the giving of notice, the lapse of time, or both, has been satisfied.

“Excess Cash Flow” shall mean, for any fiscal year of Holdings the excess of (a) the sum, without duplication, of (i) Consolidated EBITDA for such fiscal year and (ii) any decrease in working capital of Holdings and its Subsidiaries from the beginning to the end of such fiscal year as disclosed in the most recent consolidated statement of cashflows of Holdings and its Subsidiaries as changes in trade debtors, inventories and trade creditors over (b) the sum, without duplication, of (i) the amount of any Taxes paid or payable in cash by Holdings and the Subsidiaries with respect to such fiscal year, (ii) Consolidated Interest Expense for such fiscal year paid in cash, (iii) non recurring fees, expenses or charges paid in cash in connection with the consummation and implementation of the Transactions, the Company Post-Closing Reorganization and in connection with any offering of Equity Interests, investment or Indebtedness permitted by this Agreement (whether or not consummated), (iv) Restructuring Costs paid in cash, (v) Cost Savings, (vi) expenses or charges paid in cash which are of an abnormal, unusual, extraordinary or non-recurring nature, (vii) Capital Expenditures made in cash during such fiscal year, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA, (viii) the consideration paid in connection with Permitted Acquisitions (and transaction related fees and expenses, including financing fees, merger and acquisition fees, accounting, due diligence and legal fees and other fees and expenses in connection therewith), in each case paid or made in cash during such fiscal year, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA, (ix) the amount of any contributions made during such fiscal year by Holdings or any Subsidiary to any Plan, Multiemployer Plan or Foreign Pension Plan, to the extent not deducted in determining Consolidated EBITDA for such fiscal year, (x) permanent repayments of Indebtedness (other than (w) repurchases of Term Loans made pursuant to Section 2.12(b), (x) mandatory prepayments of Loans under Section 2.13, (y) Voluntary Prepayments and (z) permanent prepayments, repurchases or redemptions of Senior Secured Notes) made in cash by Holdings and the Subsidiaries during such fiscal year, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness, (xi) any increase in working capital of Holdings and its Subsidiaries from

 

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the beginning to the end of such fiscal year as disclosed in the most recent consolidated statement of cashflows of Holdings and its Subsidiaries as changes in trade debtors, inventories and trade creditors and (xii) to the extent such Management Fees have been or will be paid in cash by Holdings and its Subsidiaries prior to the end of the following fiscal year (and without duplication of any amounts deducted pursuant to this clause (xii) in respect of any prior fiscal year), the aggregate amount of Management Fees added back in the calculation of Consolidated EBITDA for such fiscal year pursuant to clause (a)(xii) of the definition thereof; provided that, to the extent any Management Fees deducted from Excess Cash Flow pursuant to this clause (xii) are not paid in cash prior to the end of such following fiscal year, the amount of Management Fees deducted from Excess Cash Flow pursuant to this clause (xii) and not so paid shall be added to Excess Cash Flow for such following fiscal year. In calculating the decrease or increase in working capital of Holdings and its Subsidiaries, there shall be excluded the effect of any Permitted Acquisition during such period as well as the impact of movements in foreign currencies.

“Exchange Act” shall mean the United States Securities and Exchange Act of 1934, as amended from time to time.

“Exchange Rate” shall mean, on any day, with respect to any currency to be translated into Dollars or Euro, the rate at which such currency may be exchanged into Dollars or Euro, as the case may be, as set forth at approximately 11:00 a.m., London time, on such day on the Reuters World Currency Page for such currency. In the event that such rate does not appear on the Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrowers, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m., Local Time, on such date for the purchase of Dollars or Euro, as the case may be, for delivery two Business Days later; provided, however, that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Borrowers, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.

“Excluded Subsidiary” shall mean:

(a) each Subsidiary listed on Schedule 1.01(c), being all the Excluded Subsidiaries existing on the Third Restatement Date;

(b) each other Subsidiary formed or acquired after the Closing Date that is not a Wholly Owned Subsidiary of Holdings;

(c) each Subsidiary that (i) is not organized in a Guarantor Jurisdiction, (ii) as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements are available, did not have gross assets (excluding intra group items but including investments in Subsidiaries) in excess of 1.0% of the

 

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Consolidated Total Assets and (iii) for the period of four consecutive fiscal quarters of Holdings most recently ended for which financial statements are available, did not have earnings before interest, tax, depreciation and amortization calculated on the same basis as Consolidated EBITDA in excess of 1.0% of the Consolidated EBITDA;

(d) each Inactive Subsidiary;

(e) each Securitization Subsidiary;

(f) each Unrestricted Subsidiary; and

(g) each Subsidiary which, in accordance with the Agreed Security Principles, is not required to provide a Guarantee with respect to the Obligations and which does not Guarantee the Obligations, any Senior Secured Notes or any Senior Unsecured Notes;

provided that no Subsidiary set forth on Schedule 1.01(e) shall be an Excluded Subsidiary.

“Excluded Taxes” shall mean (a) Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising solely from such Recipient having executed, delivered, enforced, become a party to, performed its obligations, received payments, received or perfected a security interest under, or engaged in any other transaction pursuant to, this Agreement or any Loan Document), except as provided for in Section 2.14(a), (b) any withholding Taxes resulting from a failure by the applicable Recipient (other than a failure resulting from a Change in Law or from the application of Section 2.20(f)) to comply with Sections 2.20(e) and 2.20(g), (c) in the case of a U.S. Recipient, any U.S. Federal withholding Taxes, except to the extent that (i) such Taxes result from a Change in Law that occurred after the later of the date such U.S. Recipient becomes a party to this Agreement or the date (if any) such U.S. Recipient designates a new lending office or (ii) amounts with respect to such Taxes were payable pursuant to Section 2.20 to such U.S. Recipient’s assignor immediately before such U.S. Recipient acquired its interest with respect to this Agreement from such assignor or to such U.S. Recipient immediately before it designated such new lending office, as applicable, (d) in the case of a U.S. Recipient that is an intermediary, partnership or other flow-through entity for U.S. Federal income tax purposes, any U.S. Federal withholding Taxes that are imposed based upon the status of a beneficiary, partner or member of such U.S. Recipient, except to the extent that (i) such Taxes result from a Change in Law that occurred after the date on which such beneficiary, partner or member becomes a beneficiary, partner or member of such U.S. Recipient or (ii) amounts with respect to such Taxes were payable pursuant to Section 2.20 to such U.S. Recipient in respect of the assignor (or predecessor in interest) of such beneficiary, partner or member immediately before such beneficiary, partner or member acquired its interest in such U.S. Recipient from such assignor (or predecessor in interest)), and (e) any Taxes arising under FATCA.

 

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“Existing Collateral” shall mean the “Collateral” as defined in each of the Subordinated Note Indentures.

“Existing Credit Agreement” shall mean the Second Amended and Restated Credit Agreement dated as of August 9, 2011 (as amended, supplemented or otherwise modified prior to the Third Restatement Date), among Holdings, the Borrowers, the lenders party thereto and Credit Suisse AG, as administrative agent.

“Existing Domination Agreements” shall mean the domination agreements (Beherrschungsverträge) and/or profit and loss pooling agreements (Gewinnabführungsverträge) as registered in the commercial register extracts (Handelsregisterausdrucke) or filed for registration with the competent commercial register according to the commercial register extracts (Handelsregisterausdrucke) or registration filings delivered for the Loan Parties incorporated in Germany pursuant to Section 4.02(c) of the Original Credit Agreement.

“Existing Intercreditor Agreement” shall mean the Intercreditor Agreement dated May 11, 2007, as amended and restated as of the Closing Date, among Holdings, BP I, the other obligors signatory thereto, and Credit Suisse AG, on behalf of the senior lenders thereunder, and as senior agent, security trustee and senior issuing bank thereunder.

“Existing Letter of Credit” shall mean each Letter of Credit previously issued for the account of a Borrower that (a) is outstanding on the Closing Date and (b) is listed on Schedule 1.01(a).

“Failed Auction” shall have the meaning assigned to such term in Section 2.12(b)(iii).

“FATCA” shall mean Section 1471 through 1474 of the Code, as of the Third Restatement Date (or any amended or successor version that is substantively comparable), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b) of the Code and any applicable fiscal or regulatory legislation, regulations or other official guidance adopted by a Governmental Authority pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

“FBR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Foreign Base Rate. Notwithstanding anything to the contrary contained herein, Loans may be maintained as FBR Revolving Loans only to the extent specified in Section 2.08, 2.10(vii) or 2.15.

“February 2011 Senior Secured Note Indenture” shall mean the senior secured note Indenture dated as of February 1, 2011, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties party thereto and the Indenture Trustee, pursuant to which the February 2011 Senior Secured Notes were issued.

 

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“February 2011 Senior Secured Notes” shall mean the Senior Secured Notes issued on February 1, 2011, by the Luxembourg Issuer and the U.S. Issuers in an aggregate principal amount of $1,000,000,000, including any Senior Secured Notes into which such notes may be exchanged in accordance with the provisions of the February 2011 Senior Secured Note Indenture.

“February 2011 Senior Unsecured Note Indenture” shall mean the senior unsecured note Indenture dated as of February 1, 2011, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties party thereto and The Bank of New York Mellon, as trustee, pursuant to which the February 2011 Senior Unsecured Notes were issued.

“February 2011 Senior Unsecured Notes” shall mean the Senior Unsecured Notes issued on February 1, 2011, by the Luxembourg Issuer and the U.S. Issuers in an aggregate principal amount of $1,000,000,000, including any Senior Unsecured Notes into which such notes may be exchanged in accordance with the provisions of the February 2011 Senior Unsecured Note Indenture.

“February 2012 Senior Unsecured Note Indenture” shall mean the senior unsecured note Indenture dated as of February 15, 2012, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties party thereto and The Bank of New York Mellon, as trustee, pursuant to which the February 2012 Senior Unsecured Notes were issued.

“February 2012 Senior Unsecured Notes” shall mean the Senior Unsecured Notes issued on February 15, 2012, by the Luxembourg Issuer and the U.S. Issuers in an aggregate principal amount of $1,250,000,000 to the extent not exchanged for August 2011 Senior Unsecured Notes, including any Senior Unsecured Notes into which such notes may be exchanged in accordance with the provisions of the February 2012 Senior Unsecured Note Indenture.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” shall mean the Engagement Letter dated November 4, 2009, among Holdings, the Administrative Agent and Credit Suisse Securities (USA) LLC.

“Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the L/C Participation Fees and the Issuing Bank Fees.

“Financial Officer” of any Person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such Person.

 

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“First Lien Intercreditor Agreement” shall mean the Intercreditor Agreement dated as of November 5, 2009, as amended on January 21, 2010, among the Administrative Agent, the Indenture Trustee, the Collateral Agents, the grantors party thereto and each additional representative from time to time party thereto, attached hereto as Exhibit G.

“Foreign Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) with respect to Loans denominated in Euros, (i) the rate of interest per annum determined by the Administrative Agent and notified to the European Borrowers to be its prime rate for short-term loans in Euro, (ii) the EONIA Rate in effect on such day plus 1/2 of 1%, (iii) the EURIBO Rate on such day for a three month Interest Period commencing on the second Business Day after such day plus 1% and (iv) 3% per annum and (b) with respect to Loans denominated in a Designated Foreign Currency other than Euros, the “Foreign Base Rate” as defined in the applicable Incremental Assumption Agreement. The Foreign Base Rate under clause (a)(i) is set by the Administrative Agent based upon various factors including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate.

“Foreign Benefit Event” shall mean, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount of unfunded liabilities permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (d) the incurrence of any liability in excess of €1,000,000 by Holdings or any Subsidiary under applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by Holdings or any Subsidiary, or the imposition on Holdings or any Subsidiary of any fine, excise tax or penalty resulting from any noncompliance with any applicable law, in each case in excess of €10,000,000.

“Foreign Collateral Agreement” shall mean each security agreement that is stated to be governed by the law of a jurisdiction outside of the United States and that is required by the Administrative Agent and any Collateral Agent to grant Liens in certain of the assets of the Loan Parties party thereafter in favor of such Collateral Agent and/or the “Pledgees” (as defined therein), for the benefit of the “Secured Parties” and/or the “Pledgees” (each as defined therein), in form and substance reasonably satisfactory to the Administrative Agent and such Collateral Agent and subject to the Agreed Security Principles.

“Foreign Pension Plan” shall mean any benefit plan that under applicable law outside of the United States is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority, provided that, for the avoidance of doubt, a “Foreign Pension Plan” does not include a “Plan”.

 

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“GAAP” shall initially mean IFRS; provided, however, that from and after the effectiveness of any change permitted by Section 6.13(b) until the effective time of any subsequent change permitted by Section 6.13(b), “GAAP” shall mean the accounting principles used for financial reporting by Holdings at the effective time of such change.

“German Borrower” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Governmental Authority” shall mean any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“Graeme Hart” shall mean (a) Mr. Graeme Richard Hart (or his estate, heirs, executor, administrator or other personal representative, or any of his immediate family members or any trust, fund or other entity which is controlled by his estate, heirs or any of his immediate family members), and any of his or their Affiliates (each a “Hart Party”) and (b) any Person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) with any Hart Party; provided that in the case of clause (b), (i) one or more Hart Parties own a majority of the voting power of the Equity Interests of Holdings or any Parent Company, as applicable, (ii) no other Person has beneficial ownership of any of the Equity Interests included in determining whether the threshold set forth in clause (i) has been satisfied and (iii) one or more Hart Parties control a majority of the Board of Directors of Holdings or any Parent Company, as applicable.

“Graham Packaging” shall mean Graham Packaging Holdings Company, a Pennsylvania limited partnership.

“Graham Packaging Closing Date” shall mean the “Closing Date” as defined in Amendment No. 6.

“Graham Packaging Transactions” shall mean the “Transactions” as defined in Amendment No. 6.

“Granting Lender” shall have the meaning assigned to such term in Section 9.04(j).

“Guarantee” of or by any Person shall mean any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (b) to purchase or lease property, securities or services for the purpose of

 

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assuring the owner of such Indebtedness or other obligation of the payment of such Indebtedness or other obligation or (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantor Joinder” shall mean a joinder agreement to this Agreement entered into by a Subsidiary Guarantor and accepted by the Administrative Agent, in the form of Exhibit D or such other form as shall be approved by the Administrative Agent.

“Guarantor Jurisdiction” shall mean a jurisdiction where one or more Loan Parties is organized.

“Guarantors” shall mean Holdings, BP I, the Borrowers and the Subsidiary Guarantors.

“Hazardous Materials” shall mean (a) any petroleum products or byproducts and all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting substances and (b) any chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any Environmental Law.

“Hedge Provider” shall mean each counterparty to any Hedging Agreement with a Loan Party that either (i) is in effect on the Closing Date if such counterparty is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lender as of the Closing Date or (ii) is entered into after the Closing Date if such counterparty is Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lender at the time such Hedging Agreement is entered into; provided that, in each case, such Person has executed and delivered to the Administrative Agent an Additional Bank Secured Party Acknowledgment, which has not been cancelled.

“Hedging Agreement” shall mean any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“Holdings” shall have the meaning assigned to such term in the introductory statement to this Agreement; provided that, in the event of a Midco Reorganization, the term “Holdings” shall mean Midco.

“IFRS” shall mean International Financial Reporting Standards issued by the International Accounting Standards Board applied on a consistent basis.

“Immaterial Subsidiary” shall mean any Subsidiary that (a) as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements are available, did not have gross assets (excluding intra group items but including investments in Subsidiaries) in excess of 1.0% of the Consolidated Total Assets and (b) for the period of four consecutive fiscal quarters of Holdings most recently ended for

 

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which financial statements are available, did not have earnings before interest, tax, depreciation and amortization calculated on the same basis as Consolidated EBITDA in excess of 1.0% of the Consolidated EBITDA; provided that if the Immaterial Subsidiaries taken as a whole would have, as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements are available, gross assets (excluding intra group items but including investments in Subsidiaries, without duplication) in excess of 10.0% of the Consolidated Total Assets or would have, for the most recently ended period of four consecutive fiscal quarters of Holdings for which financial statements are available, aggregate earnings before interest, tax, depreciation and amortization calculated on the same basis as Consolidated EBITDA in excess of 10.0% of the Consolidated EBITDA, then Holdings shall designate one or more of such Subsidiaries to cease being Immaterial Subsidiaries to the extent necessary to eliminate such excess, and upon such designation such designated Subsidiaries shall cease to be Immaterial Subsidiaries. On the Second Restatement Date, a Responsible Officer of Holdings shall deliver a certificate certifying a list of names of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitations set forth above.

“Inactive Subsidiary” shall mean any Subsidiary (other than BP I, BP II and the Borrowers) that (a) does not conduct any business operations, (b) has assets with a book value not in excess of $100,000 and (c) does not have any Indebtedness outstanding.

“Incremental Assumption Agreement” shall mean an Incremental Assumption Agreement among, and in form and substance reasonably satisfactory to, each applicable Borrower, the Administrative Agent and one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as the case may be.

“Incremental Facility Amount” shall mean, on any date of determination, (x) with respect to the incurrence of Indebtedness under Section 6.01(m), the excess, if any, of (a) $750,000,000 (it being understood that such amount shall not be subject to reduction as a result of the making of the U.S. Term Loans and the European Term Loans on the Third Restatement Date) over (b) the sum of (i) the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Credit Commitments, in each case, established pursuant to Section 2.23 after the Third Restatement Date and prior to such date of determination and (ii) the aggregate principal amount of Indebtedness incurred pursuant to Section 6.01(m) after the Third Restatement Date and prior to such date of determination; provided, however, that, to the extent (A) the proceeds of any Incremental Term Loans made after the Third Restatement Date are used concurrently with the incurrence thereof to prepay then-outstanding Term Loans of a Class or Classes and (B) concurrently with the establishment of any Incremental Revolving Credit Commitments, the then outstanding Revolving Credit Commitments of a Class or Classes are permanently reduced on a pro tanto basis, the establishment of such Incremental Term Loan Commitments and Incremental Revolving Credit Commitments shall not reduce the Incremental Facility Amount determined pursuant to this clause (a), and (y) with respect to the incurrence of Indebtedness under Section 2.23, the greater of the amount set forth under clause (x) above and the maximum principal amount of Indebtedness that, if fully drawn on such date of determination, would not cause the

 

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Senior Secured First Lien Leverage Ratio, calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness and the application of proceeds therefrom, to exceed 3.5 to 1.0.

“Incremental Lender” shall mean an Incremental Revolving Credit Lender or an Incremental Term Lender.

“Incremental Revolving Credit Commitment” shall mean any increased or incremental Revolving Credit Commitment provided pursuant to Section 2.23.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding Revolving Loan of any Class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Loan” shall mean Revolving Loans made by one or more Lenders to one or more Borrowers pursuant to their Incremental Revolving Credit Commitments. Incremental Revolving Loans may be made in the form of additional Revolving Loans or, to the extent permitted by Section 2.23 and provided for in the relevant Incremental Assumption Agreement, Other Revolving Loans.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to Amendment No. 7 or Section 2.23, to make Incremental Term Loans to one or more Term Borrowers, and shall include the U.S. Term Loan Commitments and the European Term Loan Commitments.

“Incremental Term Loan Maturity Date” shall mean, with respect to any Incremental Term Loans made after the Third Restatement Date, the final maturity date of such Incremental Term Loans, as set forth in the applicable Incremental Assumption Agreement.

“Incremental Term Loan Repayment Dates” shall mean, with respect to any Incremental Term Loans made after the Third Restatement Date, the dates scheduled for the repayment of principal thereof, as set forth in the applicable Incremental Assumption Agreement.

“Incremental Term Loans” shall mean Term Loans made by one or more Lenders to one or more Term Borrowers pursuant to Section 2.01(b). Incremental Term Loans may be made in the form of additional Term Loans or, to the extent permitted by Section 2.23 and provided for in the relevant Incremental Assumption Agreement, Other Term Loans.

“Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are

 

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customarily paid, (d) [reserved], (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) net obligations of such Person under any Hedging Agreements, valued at the Agreement Value thereof, (j) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests of such Person or any other Person or any warrants, rights or options to acquire such equity interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (k) all obligations of such Person as an account party in respect of letters of credit and bank guarantees, (l) all obligations of such Person in respect of bankers’ acceptances and (m) with respect to Holdings and the Subsidiaries, the Securitization Amount; provided that Indebtedness shall not include (A) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy unperformed obligations of the seller of such asset or (B) earn-out and other contingent obligations until such obligations become a liability on the balance sheet of such Person in accordance with GAAP; provided, further, that if any Indebtedness under clause (f) is recourse only to the property so securing it, then the amount thereof shall be deemed to be equal to the lesser of the aggregate principal amount of such Indebtedness and the fair market value of such property. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner.

“Indemnified Taxes” shall mean Taxes (including Other Taxes), other than Excluded Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as trustee under each of the Senior Secured Note Indenture entered into on the Closing Date, the October 2010 Senior Secured Note Indenture, the February 2011 Senior Secured Note Indenture, the August 2011 Senior Secured Note Indenture and the September 2012 Senior Secured Note Indenture.

“Independent Accountant” shall mean PricewaterhouseCoopers or other independent public accountants of recognized national standing.

“Information” shall have the meaning assigned to such term in Section 9.16.

“Intercreditor Agreements” shall mean the First Lien Intercreditor Agreement, the Existing Intercreditor Agreement, the Other Intercreditor Agreements, if any, and the Junior Lien Intercreditor Agreements, if any.

 

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“Interest Payment Date” shall mean (a) with respect to any Daily Rate Loan, the last Business Day of each March, June, September and December, and (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing.

“Interest Period” shall mean, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months or, to the extent agreed to by all affected Lenders, 9 or 12 months thereafter, as the Borrower may elect; provided, however, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period and (iii) no Interest Period for any Loan shall extend beyond the maturity date of such Loan. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment Fund” means an Affiliate of Parent Company (other than a natural person) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which none of Parent Company, Holdings or any of its subsidiaries possesses, directly or indirectly, the power to make, cause or direct the individual investment decisions for such entity, in each case identified as such in any related Assignment and Acceptance and reasonably acceptable to the Administrative Agent.

“IRS” shall mean the United States Internal Revenue Service.

“Issuing Bank” shall mean, as the context may require, (a) Credit Suisse AG, acting through any of its Affiliates or branches, in its capacity as the issuer of Letters of Credit hereunder, (b) with respect to each Existing Letter of Credit, the Lender that issued such Existing Letter of Credit, and (c) any other Lender that may become an Issuing Bank pursuant to Section 2.22(i) or 2.22(k), with respect to Letters of Credit issued by such Lender. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.

 

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“Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.05(c).

“Junior Lien Intercreditor Agreements” shall mean one or more intercreditor agreements in form and substance reasonably satisfactory to both Holdings and the Administrative Agent containing customary intercreditor provisions as between senior and junior creditors.

“Latest Term Loan Maturity Date” shall mean, at any date of determination, the latest maturity date applicable to any Term Loans or Term Loan Commitment hereunder at such time, in each case as extended in accordance with this Agreement from time to time.

“L/C Commitment” shall mean the commitment of each Issuing Bank to issue Letters of Credit pursuant to Section 2.22.

“L/C Disbursements” shall mean the U.S. L/C Disbursements and the European L/C Disbursements.

“L/C Exposures” shall mean the U.S. L/C Exposures and the European L/C Exposures.

“L/C Participation Fees” shall have the meaning assigned to such term in Section 2.05(c).

“Legal Reservations” shall mean (a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, bankruptcy, reorganization and other laws generally affecting the rights of creditors; (b) the time barring of claims under any applicable laws, the possibility that an undertaking to assume liability for or indemnify a Person against non payment of Taxes may be void and defenses of set-off or counterclaim; (c) similar principles, rights and defenses under the laws of any relevant jurisdiction; and (d) any other matters of law of general application which may limit validity, enforceability or perfection in any relevant jurisdiction.

“Lenders” shall mean (a) the Persons listed on Schedule 2.01 and (b) any Person that has become a party hereto pursuant to an Assignment and Acceptance or an Incremental Assumption Agreement (other than, in the case of clauses (a) and (b), any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance).

“Letter of Credit” shall mean any standby letter of credit (which shall not include any trade letter of credit) issued pursuant to Section 2.22 and any Existing Letter of Credit. Unless the context otherwise requires, the term “Letter of Credit” shall include any Bank Guarantee.

 

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“LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period denominated in a currency other than Euro, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m., London time, on the date that is two Business Days prior to the commencement of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in such currency (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in the relevant currency are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m., London time, on the date that is two Business Days prior to the beginning of such Interest Period.

“Lien” shall mean, with respect to any asset, (a) any mortgage, trust declared for the purpose of creating a security interest in an asset, lien, pledge, encumbrance, charge or security interest in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Acquisition” shall mean any acquisition which Holdings or one or more of its Subsidiaries has contractually committed to consummate, the terms of which do not condition Holdings’ or its Subsidiary’s, as applicable, obligation to close such acquisition on the availability of third-party financing.

“Loan Documents” shall mean this Agreement, each amendment to this Agreement (including each Incremental Assumption Agreement), the Letters of Credit, the Security Documents, each Loan Modification Agreement, the Intercreditor Agreements, each Additional Bank Secured Party Acknowledgment and the promissory notes, if any, executed and delivered pursuant to Section 2.04(e).

“Loan Modification Agreement” shall mean a Loan Modification Agreement in form and substance reasonably satisfactory to the Administrative Agent, Holdings, the other Loan Parties and one or more Accepting Lenders.

“Loan Modification Offer” shall have the meaning assigned to such term in Section 9.24(a).

“Loan Parties” shall mean Holdings, the Borrowers and the Subsidiary Guarantors.

“Loan Parties’ Agent” shall mean Holdings.

“Loans” shall mean the Revolving Loans and the Term Loans.

“Local Facility” shall mean a working capital facility provided to a Subsidiary (other than BP I, BP II and the Borrowers) by a Local Facility Provider.

 

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“Local Facility Provider” means a lender or other bank or financial institution that has executed and delivered to the Administrative Agent an Additional Bank Secured Party Acknowledgment with respect to a working capital facility provided to a Subsidiary (other than BP I, BP II and the Borrowers).

“Local Time” shall mean, in relation to any Borrowing by (a) the U.S. Borrowers, New York City time, and (b) the European Borrowers, London time.

“Luxembourg Borrower” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Luxembourg Issuer” shall mean Reynolds Group Issuer (Luxembourg) S.A., société anonyme and a Wholly Owned Subsidiary of Holdings, with a registered office at 6, rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg and registered with the Luxembourg register of commerce and companies under number B 148.957 and its successors.

“Management Fees” shall mean any management, consulting, monitoring or advisory fees to a Parent Company or an Affiliate thereof; provided that (i) the aggregate amount of any such management, consulting, monitoring or advisory fees paid to a Parent Company or an Affiliate thereof in respect of fiscal years 2009 and 2010 shall not exceed $37,000,000 in the aggregate regardless of the fiscal year in which such payments occur and (ii) the aggregate amount of any such management, consulting, monitoring or advisory fees paid to a Parent Company or an Affiliate thereof in any fiscal year (excluding any amounts paid in respect of fiscal years 2009 and 2010, which shall be subject to the foregoing clause (i)) shall not exceed an amount equal to 1.5% of Consolidated EBITDA of Holdings for the immediately preceding fiscal year (but calculated for purposes of this definition without giving effect to any addition to such Consolidated EBITDA pursuant to clause (a)(xii) of the definition thereof).

“Management Group” shall mean the group consisting of the directors, executive officers and other management personnel of Holdings or any Parent Company, as the case may be, on the Closing Date together with (a) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of Holdings or any Parent Company, as applicable, was approved by a vote of a majority of the directors of Holdings or any Parent Company, as applicable, then still in office who were either directors on the Closing Date or whose election or nomination was previously so approved and (b) executive officers and other management personnel of Holdings or Parent Company, as applicable, hired at a time when the directors on the Closing Date together with the directors so approved constituted a majority of the directors of Holdings or Parent Company, as applicable.

“Mandatory Cost” shall mean the percentage rate per annum calculated by the Administrative Agent in accordance with Exhibit L.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

 

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“Material Adverse Effect” shall mean (a) a materially adverse effect on the business, assets, liabilities, operations, condition (financial or otherwise) or operating results of Holdings and the Subsidiaries, taken as a whole, or (b) a material impairment of the rights and remedies available to the Lenders, taken as a whole, under any Loan Document (other than one or more Security Documents that purport to create security interests in Collateral with an aggregate fair market value at any time less than $100,000,000).

“Material Indebtedness” shall mean Indebtedness (other than the Loans and Letters of Credit) of any one or more of Holdings or any Subsidiary in an aggregate principal amount exceeding $100,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Holdings or any Subsidiary in respect of any Hedging Agreement at any time shall be the Agreement Value of such Hedging Agreement at such time.

“Material Subsidiary” shall mean any Subsidiary that is not an Immaterial Subsidiary.

“Maximum Rate” shall have the meaning assigned to such term in Section 9.09.

“May 2010 Senior Unsecured Note Indenture” shall mean the senior unsecured note Indenture dated as of May 4, 2010, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties party thereto and The Bank of New York Mellon, as trustee.

“May 2010 Senior Unsecured Notes” shall mean the 8.5% Senior Notes due 2018, issued pursuant to the May 2010 Senior Unsecured Note Indenture on the Amendment No. 2 Effective Date, in an aggregate principal amount of $1,000,000,000, including any Senior Unsecured Notes into which such notes may be exchanged in accordance with the provisions of the May 2010 Senior Unsecured Note Indenture.

“Midco” shall mean a newly formed Wholly Owned Subsidiary of Holdings.

“Midco Reorganization” shall mean the transfer by Holdings of all the capital stock of BP I to Midco; provided that (a) Midco expressly assumes all the obligations of Holdings under the Loan Documents to which Holdings is a Party and (b) immediately after giving effect to such transfer, no Default shall have occurred and be continuing.

“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor thereto.

“Mortgaged Properties” shall mean, as of the Third Restatement Date, the owned real properties of the Loan Parties specified on Schedule 1.01(d), and shall include each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.12 or has been granted pursuant to Section 5.12 of the Existing Credit Agreement.

“Mortgages” shall mean, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, and other security documents delivered with respect to the Mortgaged Properties, each in form and substance reasonably satisfactory to the Administrative Agent and the applicable Collateral Agent.

 

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“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” shall mean (a) with respect to any Asset Sale, the cash proceeds (including cash proceeds subsequently received (as and when received) in respect of noncash consideration initially received), net of (i) selling expenses (including reasonable broker’s fees or commissions, legal fees, transfer and similar Taxes and the Borrower’s good-faith estimate of any other Taxes paid or payable in connection with such sale), (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (iii) the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (iii)) attributable to minority interests to the extent not available for distribution to or for the account of Holdings as a result thereof and (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by the asset sold in such Asset Sale and which is required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset); provided, however, that, if (A) Holdings shall deliver a certificate of a Financial Officer to the Administrative Agent at the time of receipt thereof setting forth the intent of Holdings and the Subsidiaries to reinvest such proceeds in productive assets of a kind then used or usable in the business of Holdings and the Subsidiaries within 12 months of receipt of such proceeds and (B) no Default or Event of Default shall have occurred and shall be continuing at the time of delivery of such certificate or at the proposed time of the application of such proceeds, such proceeds shall not constitute Net Cash Proceeds except to the extent not so used at the end of such 12-month period, at which time such proceeds shall be deemed to be Net Cash Proceeds; provided further that the aggregate cash proceeds received by Holdings or any Subsidiary in respect of the sale, transfer or other disposition of Non-Strategic Land in an aggregate amount of up to €25,000,000 shall not constitute Net Cash Proceeds; and (b) with respect to any issuance or incurrence of Indebtedness by Holdings or any Subsidiary, the cash proceeds thereof, net of all taxes and customary fees, commissions, costs and other expenses incurred in connection therewith.

“Non-Consensual Asset Sale” shall mean any sale, transfer or other disposition (a) that gives rise to any property or casualty insurance claim or (b) that arises in connection with any taking under power of eminent domain or by condemnation or similar proceeding of or relating to any property or asset of Holdings or any Subsidiary.

“Non-Consenting Lender” shall have the meaning assigned to such term in Section 2.21(a).

“Non-Defaulting Lender” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.

 

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“Non-Recurring Charges” shall mean, in respect of any period, charges which are of an abnormal, unusual or non-recurring nature; provided that a certificate of a Financial Officer of Holdings, certifying that such charges are fair and accurate, and in form reasonably satisfactory to the Administrative Agent shall have been delivered to the Administrative Agent.

“Non-Strategic Land” shall mean the investment properties in which Holdings or any Subsidiary had an interest as of the date hereof which are a proportion of the real property owned by SIG Combibloc GmbH located at Linnich & Wittenberg in Germany, real property owned by SIG Combibloc Group AG located at Newcastle in England, real property owned by SIG Combibloc Group AG and located at Neuhausen in Switzerland, Beringen in Switzerland, Ecublens in Switzerland, Romanel in Switzerland and Rafz in Switzerland, real property owned by SIG Combibloc Group AG (formerly SIG Holding AG) located in Beringen in Switzerland, real property owned by SIG Euro Holding AG & Co. KGaA located at Waldshut Tiengen in Germany, real property owned by SIG Combibloc Zerspannungstechnik GmbH located at Aachen in Germany and real property owned by SIG Combibloc GmbH located at Saalfelden in Austria.

“November 2009 Senior Secured Note Indenture” shall mean the senior secured note Indenture dated as of the Closing Date, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties party thereto and the Indenture Trustee, pursuant to which the Closing Date Senior Secured Notes were issued.

“Obligations” shall have the meaning assigned to such term in the First Lien Intercreditor Agreement.

“October 2010 Issuers” shall mean RGHL US Escrow I LLC, a Delaware limited liability company, RGHL US Escrow I Inc., a Delaware corporation, and RGHL Escrow Issuer (Luxembourg) I S.A., a société anonyme (a public limited liability company) incorporated under the laws of Luxembourg.

“October 2010 Senior Secured Note Indenture” shall mean the senior secured note Indenture dated as of October 15, 2010, between, among others, the October 2010 Issuers and the Indenture Trustee, pursuant to which the October 2010 Senior Secured Notes were issued.

“October 2010 Senior Secured Notes” shall mean the Senior Secured Notes issued on October 15, 2010, by the October 2010 Issuers in an aggregate principal amount of $1,500,000,000, including any Senior Secured Notes into which such notes may be exchanged in accordance with the provisions of the October 2010 Senior Secured Note Indenture.

“October 2010 Senior Unsecured Note Indenture” shall mean the senior unsecured note Indenture dated as of October 15, 2010, between, among others, the October 2010 Issuers and The Bank of New York Mellon, as trustee, pursuant to which the October 2010 Senior Unsecured Notes were issued.

 

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“October 2010 Senior Unsecured Notes” shall mean the Senior Unsecured Notes issued on October 15, 2010, by the October 2010 Issuers in an aggregate principal amount of $1,500,000,000, including any Senior Unsecured Notes into which such notes may be exchanged in accordance with the provisions of the October 2010 Senior Unsecured Note Indenture.

“OFAC” shall have the meaning assigned to such term in Section 3.24.

“Original Credit Agreement” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Other Intercreditor Agreements” shall have the meaning assigned to such term in Section 9.26.

“Other Revolving Credit Commitments” shall have the meaning assigned to such term in Section 2.23(a).

“Other Revolving Loans” shall have the meaning assigned to such term in Section 2.23(a).

“Other Taxes” shall mean any and all present or future stamp, court, recording, filing or documentary Taxes or any other excise or property or similar Taxes, charges or levies arising from any payment made under this Agreement or any other Loan Document or from the execution, delivery, performance, registration or enforcement of, or from the registration, receipt or performance of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document.

“Other Term Loans” shall have the meaning assigned to such term in Section 2.23(a).

“Pactiv Closing Date” shall mean the “Closing Date” as defined in Amendment No. 3.

“Pactiv Transactions” shall mean the “Transactions” as defined in Amendment No. 3.

“Parent Company” shall mean (a) Packaging Finance Limited, a limited liability company organized under the laws of New Zealand and (b) any other entity of which Holdings becomes a direct or indirect Wholly Owned Subsidiary after the Closing Date.

“Participant Register” has the meaning specified in Section 9.04(g).

“Party” means a party to this Agreement. The term “Parties” means any of them.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

 

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“Perfection Certificate” shall mean the Perfection Certificate substantially in the form of Exhibit B to the U.S. Collateral Agreement.

“Permitted Acquisition” shall have the meaning assigned to such term in Section 6.04(h). If any acquisition is consummated in accordance with Section 6.04(i), each such acquisition shall be deemed to have been a Permitted Acquisition for all purposes of this Agreement and the other Loan Documents.

“Permitted Amendments” shall mean any or all of the following: (i) the extension of the final maturity date and scheduled amortization of the applicable Loans and/or Commitments of the Accepting Lenders, (ii) increases or decreases in the Applicable Margins and/or Fees payable with respect to the applicable Loans and/or Commitments of the Accepting Lenders, (iii) the inclusion of additional fees to be payable to the Accepting Lenders and (iv) such amendments to this Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to treat the modified Loans and Commitments of the Accepting Lenders as a new tranche of Loans and Commitments for all purposes under this Agreement and the other Loan Documents.

“Permitted Investments” shall mean:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of issuance thereof;

(b) investments in commercial paper maturing within 270 days from the date of issuance thereof and having, at such date of acquisition, a rating of at least “A-2” (or the then equivalent grade) from S&P or of at least “P-2” (or the then equivalent grade) from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent or any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $1,500,000,000 and that issues (or the parent of which issues) commercial paper rated at least “P-2” (or the then equivalent grade) by Moody’s or “A-2” (or the then equivalent grade) by S&P;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (c) above;

(e) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (d) above; and

 

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(f) other short-term investments utilized by non-U.S. Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing.

“Permitted Investors” means, at any time, each of (i) Graeme Hart, (ii) the Management Group and (iii) any Person acting in the capacity of an underwriter in connection with a public or private offering of Capital Stock of Holdings or any of its Affiliates.

“Permitted Receivables Financing” shall mean one or more transactions pursuant to which any Borrower or any Subsidiary (a) may sell, convey or otherwise transfer Securitization Assets to a Securitization Subsidiary or any other Person or (b) may grant a security interest in any Securitization Assets; provided that (i) recourse to Holdings or any Subsidiary (other than the Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary for similar transactions in the applicable jurisdictions (it being understood that Special Purpose Financing Undertakings shall be permitted) and (ii) the material terms and conditions and structure of each Permitted Receivables Financing and any waiver, supplement, modification or amendment to such material terms and conditions and structure with respect to such Permitted Receivables Financing) shall have been approved by the Administrative Agent (such approval not to be unreasonably withheld).

“Permitted Receivables Financing Documents” shall mean all documents and agreements implementing, relating to or otherwise governing a Permitted Receivables Financing.

“Permitted Refinancing Indebtedness” shall have the meaning assigned to such term in Section 6.01(bb).

“Permitted Subordinated Note Refinancing” shall mean an extension, renewal, refinancing or replacement of the Subordinated Notes permitted under this Agreement; provided that the principal amount thereof is not increased (except by an amount equal to the premium or other amounts paid, and fees and expenses incurred, in connection with such extension, renewal, refinancing or replacement), neither the final maturity nor the weighted average life to maturity thereof is decreased, and such extended, renewed, refinanced or replaced Indebtedness is subordinated to the Bank Obligations on terms no less favorable to the Lenders than the Subordinated Notes, and is not secured by any collateral other than the collateral securing the Subordinated Notes (or the proceeds thereof) immediately prior to such extension, renewal, refinance or replacement.

“Person” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.

 

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“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan, but including any “multiple employer” pension plan within the meaning of Sections 4063 and 4064 of ERISA) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 307 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” (as defined in Section 3(5) of ERISA) or “contributing sponsor” (as defined in Section 4001(a)(13) of ERISA).

“Pledged Cash” shall mean, on any day, all cash or cash equivalents of Holdings and its Subsidiaries on such day; provided that, after the date that is 90 days after the Closing Date, if, on any day, the Qualifying Cash of Holdings and its Subsidiaries is not at least equal to 70% of all cash or cash equivalents of Holdings and its Subsidiaries on such day, “Pledged Cash” shall include only such Qualifying Cash of Holdings and its Subsidiaries.

“Pledged Collateral” shall mean, as the context may require and with respect to any Security Document, the “Pledged Collateral” as defined in such Security Document.

“PricewaterhouseCoopers” shall mean PricewaterhouseCoopers LLP or PricewaterhouseCoopers AG, or any successor thereto.

“Prior Credit Agreements” shall mean (a) the Senior Facilities Agreement dated May 11, 2007, among BP I (formerly known as Rank Holdings I S.A.), the original borrowers and original guarantors party thereto, the lenders party thereto and Credit Suisse AG, as mandated lead arranger, agent, security trustee and issuing bank and (b) the Senior Secured Facilities Agreement dated February 21, 2008, among Reynolds Packaging Group (NZ) Limited, the Dutch Borrower and Reynolds Treasury (NZ) Limited, as borrowers, the Lenders party thereto, Australia and New Zealand Banking Group Limited, BOS International (Australia) Limited, Caylon Australia Limited and Credit Suisse AG, as joint lead arrangers and underwriters, and Credit Suisse AG as facility agent and security trustee, in each case as amended.

“Prime Rate” shall mean the rate of interest per annum determined from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City and notified to the Borrowers. The prime rate is a rate set by the Administrative Agent based upon various factors including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such rate.

“Pro Forma Compliance” shall mean, at any date of determination, that Holdings is in compliance with the covenant set forth in Section 6.12 as of the most recently completed period of four consecutive fiscal quarters ending prior to the relevant transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in Sections 6.01(k), 6.01(l), 6.01(m), 6.01(w), 6.01(x) and 6.04(h) occurring after such period) as if such transaction had occurred as of the first day of such period.

 

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“Pro Rata Percentage” of any U.S. Revolving Credit Lender or European Revolving Credit Lender at any time shall mean the percentage of the Total U.S. Revolving Credit Commitment or Total European Revolving Credit Commitment, respectively, represented by such Lender’s U.S. Revolving Credit Commitment or European Revolving Credit Commitment, respectively. In the event the U.S. Revolving Credit Commitments or European Revolving Credit Commitments shall have expired or been terminated, the Pro Rata Percentages shall be determined on the basis of the U.S. Revolving Credit Commitments or European Revolving Credit Commitments, as applicable, most recently in effect, giving effect to any subsequent assignments.

“Qualified Capital Stock” of any Person shall mean any Equity Interest of such Person that is not Disqualified Stock.

“Qualified Public Offering” shall mean an underwritten, broadly distributed public offering of common Equity Interests of Holdings or any Parent Company that results in at least $200,000,000 of net cash proceeds (including proceeds invested in Holdings by such Parent Company) to Holdings.

“Qualifying Bids” shall have the meaning assigned to such term in Section 2.12(b)(iii).

“Qualifying Cash” shall mean (a) with respect to cash and cash equivalents of Holdings and its Subsidiaries held in bank accounts in the United States, such cash and cash equivalents held in bank accounts over which a Collateral Agent has control pursuant to control agreements reasonably satisfactory to such Collateral Agent and (b) with respect to cash and cash equivalents of Holdings and its Subsidiaries held in bank accounts outside of the United States, such cash and cash equivalents that is subject to a Lien created under a Security Document; provided that Holdings and its Subsidiaries have complied with their obligations, if any, under the relevant Security Document in respect of the perfection of the applicable Collateral Agent’s Lien over such cash and cash equivalents.

“Qualifying Lender” shall have the meaning assigned to such term in Section 2.12(b)(iv).

“Receivables” means accounts receivables, including any indebtedness, obligation or interest constituting an account, contract right, payment intangible, promissory note, chattel paper, instrument, document, investment property, financial asset or general intangible, arising in connection with the sale of goods or the rendering of services, and further includes the obligation to pay any finance charges with respect thereto. Indebtedness and other rights and obligations arising from any one transaction, including indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided, that any

 

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indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a “Receivable” regardless of whether the account debtor or the applicable Securitization Subsidiary treats such indebtedness, rights or obligations as a separate payment obligation.

“Recipient” shall mean, as applicable, (a) the Administrative Agent, (b) any Lender or (c) any Issuing Bank.

“Refinancing” shall have the meaning assigned to such term in Amendment No. 4.

“Register” shall have the meaning assigned to such term in Section 9.04(d).

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Fund” shall mean, with respect to any Lender that is a fund or commingled investment vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or advised by the same investment advisor as that which advises such Lender or by an Affiliate of such investment advisor.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Related Persons” shall mean Parent Company and each of Parent Company’s direct and indirect subsidiaries and Affiliates, including Investment Funds and Holdings and its subsidiaries.

“Related Security” means, with respect to any Receivable, all of the interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the financing or lease of which gave rise to such Receivable, and all insurance contracts with respect thereto, all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable, all guaranties, letters of credit, letter-of-credit rights, supporting obligations, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable, whether pursuant to the contract related to such Receivable or otherwise, all service contracts and other contracts and agreements associated with such Receivable, all records related to such Receivable, and all of the applicable Securitization Subsidiary’s right, title and interest in, to and under the applicable documentation.

 

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“Release” shall mean any actual or threatened release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within, under, from or upon any building, structure, facility or fixture.

“Reply Amount” shall have the meaning assigned to such term in Section 2.12(b)(ii).

“Reply Discount” shall have the meaning assigned to such term in Section 2.12(b)(ii).

“Repurchaser” shall have the meaning assigned to such term in Section 2.12(b).

“Required Lenders” shall mean, at any time, Lenders having Loans, L/C Exposure and unused Revolving Credit Commitments and Term Loan Commitments representing more than 50% of the sum of all Loans outstanding, L/C Exposure and unused Revolving Credit Commitments and Term Loan Commitments at such time; provided that the Revolving Loans, L/C Exposure and unused Revolving Credit Commitments of any Defaulting Lender shall be disregarded in the determination of the Required Lenders at any time.

“Responsible Officer” of any Person shall mean any executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement.

“Restatement Date” shall mean February 9, 2011.

“Restricted Indebtedness” shall mean Indebtedness of Holdings or any Subsidiary, the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).

“Restricted Payment” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Holdings or any Subsidiary or any Subordinated Shareholder Loans or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in Holdings or any Subsidiary or any Subordinated Shareholder Loans.

“Restructuring Costs” shall mean in respect of any period, restructuring charges or expenses incurred by Holdings and its Subsidiaries during that period (which, for the avoidance of doubt shall include site closure charges and expenses, systems establishment costs, excess pension costs, severance or relocation costs) provided that each such restructuring charge has been certified by a Financial Officer as being fair and accurate.

 

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“Revolving Credit Borrowing” shall mean a Borrowing comprised of U.S. Revolving Loans or European Revolving Loans.

“Revolving Credit Commitments” shall mean the U.S. Revolving Credit Commitments and the European Revolving Credit Commitments.

“Revolving Credit Exposures” shall mean, with respect to any Lender, such Lender’s U.S. Revolving Credit Exposure and European Revolving Credit Exposure.

“Revolving Credit Lenders” shall mean the U.S. Revolving Credit Lenders and the European Revolving Credit Lenders.

“Revolving Credit Maturity Date” shall mean November 5, 2014.

“Revolving Loans” shall mean the U.S. Revolving Loans and the European Revolving Loans. Unless the context shall otherwise require the term “Revolving Loans” shall include Loans made by Incremental Revolving Credit Lenders pursuant to their Incremental Revolving Credit Commitments.

“Reynolds Acquisition Documents” shall mean (i) the Stock Purchase Agreement dated as of October 15, 2009, by and among BPH III, Reynolds Group Holdings Inc. and Reynolds Consumer Products (NZ) Limited, (ii) the Stock Purchase Agreement dated as of October 15, 2009, by and between Beverage Packaging Holdings (Luxembourg) III S.àr.l. and Closure Systems International (NZ) Limited and (iii) the Asset Purchase Agreement dated as of November 5, 2009, by and between Reynolds Foil Inc. and Reynolds Packaging LLC.

“RGHI” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“S&P” shall mean Standard & Poor’s Ratings Service, or any successor thereto.

“Sale and Lease-Back Transaction” shall have the meaning assigned to such term in Section 6.03.

“Second Restatement Date” shall mean August 9, 2011.

“Secured Parties” shall mean (a) the Bank Secured Parties, (b) the holders of the Senior Secured Notes, (c) the Indenture Trustee, (d) the successors and assigns of each of the foregoing and (e) each other “Secured Party” as defined in the First Lien Intercreditor Agreement.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Security Documents” shall mean the Mortgages, the Collateral Agreements, each Affiliate Subordination Agreement and each of the security agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.12.

 

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“Securitization Amount” shall mean the aggregate cash amount paid by the lenders or purchasers under any Permitted Receivables Financing in connection with their purchase of, or the making of loans secured by, Securitization Assets or interests therein, as the same may be reduced from time to time by collections with respect to such Securitization Assets or otherwise in accordance with the terms of the Permitted Receivables Financing Documents (but excluding any such collections used to make payments of items included in clause (c) of the definition of Consolidated Interest Expense); provided, however, that if all or any part of such Securitization Amount shall have been reduced by application of any distribution and thereafter such distribution is rescinded or must otherwise be returned for any reason, such Securitization Amount shall be increased by the amount of such distribution, all as though such distribution had not been made.

“Securitization Assets” shall mean Receivables (whether now existing or arising in the future) and any assets related thereto including (i) the Related Security with respect to such Receivables, (ii) the collections and proceeds of such Receivables and Related Security, (iii) all lockboxes, lockbox accounts, collection accounts or other deposit accounts into which such collections are deposited and which have been specifically identified and consented to by the Administrative Agent and (iv) all other rights and payments which relate solely to such Receivables.

“Securitization Subsidiary” shall mean any Subsidiary (a) formed solely for the purpose of engaging, and that engages only, in one or more Permitted Receivables Financings and business activities that are required by or incidental to such Permitted Receivables Financings, (b) which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with Holdings, the Borrowers or any of the Subsidiaries (other than Securitization Subsidiaries) in the event Holdings, the Borrowers or any such Subsidiary becomes subject to a proceeding under the Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law and (c) subject to the Agreed Security Principles, all of the Equity Interests of which shall be pledged to a Collateral Agent for the ratable benefit of the Bank Secured Parties pursuant to a Collateral Agreement.

“Senior Secured First Lien Leverage Ratio” shall mean, on any date, the ratio of (a) the Total Debt that is secured by Liens on property or assets of Holdings or any of the Subsidiaries (other than Liens that are junior to the Liens securing the Bank Obligations (including by the application of waterfall or other payment ordering provisions) either pursuant to intercreditor agreements or pursuant to the terms of the instrument creating such Liens, in each case reasonably satisfactory to the Administrative Agent) minus, without duplication, Pledged Cash, in each case on such date, to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date for which the financial statements and certificates required by Sections 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission.

 

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“Senior Secured Note Documents” shall mean each Senior Secured Note Indenture and all other instruments, agreements and other documents evidencing or governing any Senior Secured Notes or providing for any Guarantee or other right in respect thereof.

“Senior Secured Note Indenture” shall mean each of (a) the November 2009 Senior Secured Note Indenture, (b) the October 2010 Senior Secured Note Indenture, (c) the February 2011 Senior Secured Note Indenture, (d) the August 2011 Senior Secured Notes Indenture, (e) the September 2012 Senior Secured Notes Indenture and (f) any other indenture or note purchase agreement under which any Senior Secured Notes are issued (or in the case of Senior Secured Notes in the form of loans, the loan agreement with respect thereto), in each case as the same may be amended, restated, supplemented, substituted, replaced, refinanced or otherwise modified from time to time in accordance with Section 6.01(l), 6.01(m), 6.01(bb) or 6.01(cc).

“Senior Secured Notes” shall mean each of (a) the Closing Date Senior Secured Notes, (b) the October 2010 Senior Secured Notes, (c) the February 2011 Senior Secured Notes, (d) the August 2011 Senior Secured Notes, (e) the September 2012 Senior Secured Notes and (f) any other senior secured notes issued pursuant to an indenture or a note purchase agreement or senior secured loans of any Loan Party incurred pursuant to Section 6.01(l), 6.01(m), 6.01(bb) or 6.01(cc) (which notes or loans may have the same lien priority as, or be junior in lien priority to, the Bank Obligations); provided that (i) the obligations in respect thereof shall not be secured by any Lien on any asset of Holdings or any Subsidiary or any Affiliate of Holdings other than any asset constituting Collateral and (ii) the secured parties thereunder (or an authorized representative thereof) shall have become a party to each applicable (as determined in good faith by Holdings and the Administrative Agent) Intercreditor Agreement.

“Senior Unsecured Note Documents” shall mean each Senior Unsecured Note Indenture and all other instruments, agreements and documents evidencing or governing the Senior Unsecured Notes or providing any Guarantee or other right in respect thereof.

“Senior Unsecured Note Indenture” shall mean each of (a) the May 2010 Senior Unsecured Note Indenture, (b) the October 2010 Senior Unsecured Note Indenture, (c) the February 2011 Senior Unsecured Note Indenture, (d) the August 2011 Senior Unsecured Note Indenture, (e) the February 2012 Senior Unsecured Note Indenture and (f) any other indenture or note purchase agreement under which any senior unsecured notes are issued (or in the case of Senior Unsecured Notes in the form of bridge loans, the loan agreement with respect thereto), in each case, as the same may be amended, restated, supplemented, substituted, replaced, refinanced or otherwise modified from time to time in accordance with Sections 6.01(m), 6.01(w) or 6.01(bb).

“Senior Unsecured Notes” shall mean each of (a) the May 2010 Senior Unsecured Notes, (b) the October 2010 Senior Unsecured Notes, (c) the February 2011 Senior Unsecured Notes, (d) the August 2011 Senior Unsecured Notes, (e) the February 2012 Senior Unsecured Notes and (f) any other senior unsecured notes issued pursuant to an indenture or note purchase agreement or senior unsecured bridge loan of any Loan Party issued or incurred pursuant to Section 6.01(m), 6.01(w) or 6.01(bb).

 

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“September 2012 Senior Secured Note Indenture” shall mean the senior secured note Indenture dated as of September 28, 2012, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties party thereto and the Indenture Trustee, pursuant to which the September 2012 Senior Secured Notes were issued.

“September 2012 Senior Secured Notes” shall mean the Senior Secured Notes issued on September 28, 2012, by the Luxembourg Issuer and the U.S. Issuers in an aggregate principal amount of $3,250,000,000, including any Senior Secured Notes into which such notes may be exchanged in accordance with the provisions of the September 2012 Senior Secured Notes Indenture.

“Similar Business” shall mean (a) any businesses, services or activities engaged in by Holdings or any Subsidiary on the Closing Date and (b) any businesses, services and activities engaged in by Holdings or any Subsidiary that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.

“Special Purpose Financing Undertakings” means representations, warranties, covenants, indemnities, guarantees of performance and other agreements and undertakings entered into or provided by Holdings or any of the Subsidiaries that Holdings determines in good faith are customary or otherwise necessary in connection with a Permitted Receivables Financing; provided that any such other agreements and undertakings shall not include the incurrence of any Guarantee in respect of Indebtedness of a Securitization Subsidiary or the collectability of any Receivables.

“Specified Asset Sale” shall mean any sale, transfer or other disposition by Holdings or any Subsidiary of any asset, division, product line or line of business (i) made to obtain the approval of any applicable antitrust authority in connection with a Permitted Acquisition or (ii) acquired pursuant to a Permitted Acquisition; provided that such sale, transfer or other disposition is consummated within 270 days following the consummation of such Permitted Acquisition; provided further in the case of a Specified Asset Sale of the type specified in clause (ii) above, such sale, transfer or other disposition is made (x) because such asset, division, product line or line of business would not constitute core assets for Holdings or such Subsidiary or (y) because such asset, division, product line or line of business is duplicative of any asset, division, product line or line of business owned or operated by Holdings or such Subsidiary at the time of such Permitted Acquisition. In connection with any Specified Asset Sale, Holdings shall have delivered a certificate of a Financial Officer (i) identifying the asset, division, product line or line of business to be sold, transferred or otherwise disposed of and (ii) containing reasonable details of the reason for such sale, transfer or other disposition, in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, in the case of a Specified Asset Sale of the type specified in clause (i) above, such Specified Asset Sale may include any existing asset, division, product line or line of business of Holdings or any Subsidiary.

 

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“Specified Cash Management Banks” shall mean Citibank, N.A., JPMorgan Chase Bank, N.A., and their respective Affiliates.

“Specified Equity Contribution” shall have the meaning assigned to such term in the definition of the term “Consolidated EBITDA”.

“SPV” shall have the meaning assigned to such term in Section 9.04(j).

“Stamp Duty Guidelines” shall mean the stamp duty guidelines set out in Schedule 9.20 (Stamp Duty Guidelines).

“Stamp Duty Sensitive Document” shall mean (a) any original of any Loan Document and (b) any signed document (including email, PDF, TIF and other comparable formats) that constitutes a deed (Urkunde) within the meaning of section 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax authorities), whether documenting or confirming the entering into of the relevant transaction (rechtserzeugende Urkunde) or documenting that the relevant transaction has been entered into (rechtsbezeugende Urkunde), or a substitute deed (Ersatzurkunde) within the meaning of section 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax authorities), including, without limitation, any notarized copy, any certified copy and any written minutes recording the transactions (Rechtsgeschäfte) contemplated by, or referenced in, any Loan Document.

“Statutory Reserves” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurocurrency Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Indebtedness” shall mean (a) with respect to any Borrower, any Indebtedness of such Borrower which is by its terms subordinated in right of payment to the Loans and (b) with respect to any other Loan Party, any Indebtedness of such Loan Party which is by its terms subordinated in right of payment to its Guarantee of the Obligations.

“Subordinated Note Documents” shall mean the Subordinated Note Indentures and all other instruments, agreements and other documents evidencing or governing the Subordinated Notes or providing for any Guarantee or other right in respect thereof.

 

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“Subordinated Note Indentures” shall mean the Indentures under which the Subordinated Notes were issued, each dated as of June 29, 2007, among BP II, the initial note guarantors party thereto, the Bank of New York, as trustee, BNY Fund Services (Ireland) Limited, as paying agent, and Credit Suisse AG, as security agent.

“Subordinated Notes” shall mean BP II’s (a) 8% Senior Notes due 2016 and (b) 9 1/2% Senior Subordinated Notes due 2017.

“Subordinated Shareholder Loans” shall mean, collectively, any funds provided to Holdings by any Parent Company or any Permitted Investor or any Affiliate thereof, in exchange for or pursuant to any security, instrument or agreement other than Equity Interests, in each case issued to and held by any of the foregoing Persons, together with any such security, instrument or agreement and any other security or instrument other than Equity Interests issued in payment of any obligation under any Subordinated Shareholder Loans; provided that such Subordinated Shareholder Loans:

(1) do not (including upon the happening of any event) mature or require any amortization, redemption or other repayment of principal or any sinking fund payment prior to the first anniversary of the Latest Term Loan Maturity Date (other than through conversion or exchange of such funding into Equity Interests (other than Disqualified Stock) of Holdings or any funding meeting the requirements of this definition) or the making of any such payment prior to the first anniversary of the Latest Term Loan Maturity Date is restricted by an intercreditor agreement enforceable by, and reasonably acceptable to, the Administrative Agent;

(2) do not (including upon the happening of any event) require, prior to the first anniversary of the Latest Term Loan Maturity Date, payment of cash interest, cash withholding amounts or other cash gross-ups, or any similar cash amounts or the making of any such payment prior to the first anniversary of the Latest Term Loan Maturity Date is restricted by an intercreditor agreement enforceable by, and reasonably acceptable to, the Administrative Agent;

(3) contain no change of control or similar provisions and do not accelerate and have no right to declare a default or event of default or take any enforcement action or otherwise require any cash payment (in each case, prior to the first anniversary of the Latest Term Loan Maturity Date) or the payment of any amount as a result of any such action or provision, or the exercise of any rights or enforcement action (in each case, prior to the first anniversary of the Latest Term Loan Maturity Date) is restricted by an intercreditor agreement enforceable by, and reasonably acceptable to, the Administrative Agent;

(4) do not provide for or require any Lien over any asset of Holdings or any Subsidiary; and

 

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(5) pursuant to its terms or pursuant to an intercreditor agreement enforceable by, and reasonably acceptable to, the Administrative Agent, is fully subordinated and junior in right of payment to the Bank Obligations pursuant to subordination, payment blockage and enforcement limitation terms which are customary in all material respects for similar funding or are no less favorable in any material respect to the Lenders than those contained in the Existing Intercreditor Agreement as in effect on the Closing Date with respect to the “Senior Creditors” (as defined therein) in relation to “Parentco Debt” (as defined therein) (it being understood, in each case, that such terms of subordination shall permit voluntary prepayment of Subordinated Shareholder Loans to the extent permitted under Section 6.06(a)(ix) or (xii)),

provided that any event or circumstance that results in such subordinated obligation ceasing to qualify as Subordinated Shareholder Loans, including it ceasing to be held by any Parent Company, any Affiliate of any Parent Company or any Permitted Investor or any Affiliate thereof, shall constitute an incurrence of such Indebtedness by Holdings or such Subsidiary not permitted by clause (v) of Section 6.01 (it being understood such Indebtedness may be permitted by another clause).

“subsidiary” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” shall mean any subsidiary of Holdings other than an Escrow Subsidiary prior to the Escrow Release Effective Time; provided, however that Unrestricted Subsidiaries shall be deemed not to be Subsidiaries for all purposes of this Agreement and the other Loan Documents.

“Subsidiary Guarantor” shall mean each Subsidiary listed on Schedule 1.01(e), and each other Subsidiary that executes a Guarantor Joinder.

“Subsidiary Redesignation” shall have the meaning assigned to such term in the definition of “Unrestricted Subsidiary”.

“Synthetic Purchase Agreement” shall mean any swap, derivative or other agreement or combination of agreements pursuant to which Holdings or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a Person other than Holdings or any Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of Holdings or any Subsidiary (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.

 

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“Target Day” shall mean any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments in Euro.

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges, assessments, fees, withholdings or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tax Return” means all returns, declarations of estimated tax payments, reports, estimates, information returns and statements, including any related or supporting information with respect to any of the foregoing, filed or to be filed with any taxing authority in connection with the determination, assessment, collection or administration of any taxes (including any statement pursuant to Treasury Regulation Section 1.6011-4).

“Term Borrowers” shall mean the U.S. Term Borrowers and the European Term Borrowers.

“Term Borrowing” shall mean a Borrowing comprised of any Class of U.S. Term Loans or European Term Loans.

“Term Lenders” shall mean the U.S. Term Lenders and the European Term Lenders. Unless the context shall otherwise require, the term “Term Lender” shall include any Incremental Term Lenders.

“Term Loan Commitments” shall mean the U.S. Term Loan Commitments and the European Term Loan Commitments. Unless the context shall otherwise require, the term “Term Loan Commitments” shall include any other Incremental Term Loan Commitments.

“Term Loan Repayment Dates” shall mean (a) the dates scheduled for the repayment of principal of Term Loans set forth in Section 2.11(a) and (b) any Incremental Term Loan Repayment Dates.

“Term Loans” shall mean the U.S. Term Loans and the European Term Loans. Unless the context shall otherwise require, the term “Term Loans” shall include any Incremental Term Loans made after the Third Restatement Date.

“Third Restatement Date” shall mean September 28, 2012.

“Third Restatement Transactions” shall mean the “Transactions” as defined in Amendment No. 7.

 

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“Total Debt” shall mean, at any time, the aggregate principal amount of total Indebtedness of Holdings and the Subsidiaries at such time of the types described under clauses (a) (excluding Indebtedness of Holdings consisting of Subordinated Shareholder Loans), (b), (f), (g) (to the extent related to Indebtedness that could constitute “Total Debt” hereunder), (h), (j) (to the extent relating to Disqualified Stock), (k) (to the extent of any unreimbursed drawings thereunder) and (l) of the definition of the term “Indebtedness”. For the avoidance of doubt, Total Debt shall not include intercompany Indebtedness of Holdings or a Subsidiary to Holdings or a Subsidiary. Notwithstanding the foregoing, Total Debt shall include Indebtedness under any receivables financing to the extent, and only to the extent, such Indebtedness is included in the calculation of “Senior Secured First Lien Indebtedness” (or any similar term) in any Senior Secured Note Indenture or “Secured Indebtedness” (or any similar term) in any Senior Unsecured Note Indenture, in each case in effect on the date of determination.

“Total European Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the European Revolving Credit Commitments, as in effect at such time. The Total European Revolving Credit Commitment is €80,000,000 as at the Third Restatement Date.

“Total Leverage Ratio” shall mean, on any date, the ratio of (a) the Total Debt minus, without duplication, Pledged Cash, in each case on such date, to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date for which the financial statements and certificates required by Sections 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission.

“Total U.S. Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the U.S. Revolving Credit Commitments, as in effect at such time. The Total U.S. Revolving Credit Commitment is $120,000,000 as at the Third Restatement Date.

“Transactions” shall mean, collectively, (a) the consummation of the Acquisition pursuant to the transactions set forth in Schedule 1.01(f), (b) the execution, delivery and performance on the Closing Date by Holdings, any Borrower and the Subsidiaries party thereto of the applicable Senior Secured Note Documents and the issuance, guarantee and security of the Closing Date Senior Secured Notes, (c) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party prior to the Third Restatement Date and the making of the Borrowings related thereto, (d) the repayment of all amounts due or outstanding under or in respect of, and the termination of, the Prior Credit Agreements, (e) the consummation of the Refinancing and the Third Restatement Transactions and (f) the payment of related fees and expenses.

“Type”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall mean the Adjusted LIBO Rate, the Alternate Base Rate and the Foreign Base Rate.

 

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“U.K. Bank Levy” shall mean the United Kingdom Tax called the “Bank Levy”, the introduction of which was announced by the United Kingdom government on June 22, 2010, with effect in relation to periods of account ending on or after January 1, 2011, and any Tax that is based on or substantially similar to such Tax.

“Unfunded Advances/Participations” shall mean (a) with respect to the Administrative Agent, without duplication of amounts paid to the Administrative Agent under the First Lien Intercreditor Agreement, the aggregate amount, if any (i) made available to the applicable Borrowers on the assumption that each applicable Lender has made its portion of the applicable Borrowing available to the Administrative Agent as contemplated by Section 2.02(d) and (ii) with respect to which a corresponding amount shall not in fact have been returned to the Administrative Agent by the applicable Borrowers or made available to the Administrative Agent by any such Lender, and (b) with respect to any Issuing Bank, the aggregate amount, if any, of participations in respect of any outstanding L/C Disbursement with respect to any Letters of Credit issued by such Issuing Bank that shall not have been funded by the Revolving Credit Lenders in accordance with Sections 2.22(d) and 2.02(f).

“Unrestricted Cash” shall mean cash and Cash Equivalents of Holdings and the Subsidiaries that are not pledged to secure any obligations (unless such cash and Cash Equivalents are also pledged to secure the Bank Obligations or such pledge is permitted by Section 6.02(u)) and are not otherwise shown on the consolidated balance sheet of Holdings as “restricted” (or with a like designation).

“Unrestricted Subsidiary” shall mean (a) any Subsidiary of Holdings designated by Holdings as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent; provided that Holdings shall only be permitted to so designate an Unrestricted Subsidiary so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) immediately after giving effect to such designation, Holdings shall be in Pro Forma Compliance with the covenant set forth in Section 6.12, (iii) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by Holdings or any Subsidiary) through investments as permitted by, and in compliance with, Section 6.04, (iv) without duplication of clause (iii), any net assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as investments pursuant to Section 6.04, (v) such subsidiary shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under each Senior Secured Note Indenture, each Senior Unsecured Note Indenture, each Subordinated Note Indenture and each indenture governing any Permitted Refinancing Indebtedness or Permitted Subordinated Note Refinancing, as applicable, in respect thereof and (vi) Holdings shall have delivered to the Administrative Agent a certificate executed by a Financial Officer of Holdings, certifying compliance with the requirements of the preceding clauses (i) through (v), and containing the calculations and information required by the preceding clause (ii) and (b) any subsidiary of an Unrestricted Subsidiary. Holdings may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (B) immediately after giving effect to such Subsidiary Redesignation,

 

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Holdings shall be in Pro Forma Compliance with the covenant set forth in Section 6.12, (C) any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such Subsidiary Redesignation shall be deemed newly incurred or established, as applicable, at such time and (D) Holdings shall have delivered to the Administrative Agent a certificate executed by a Financial Officer of Holdings, certifying compliance with the requirements of the preceding clauses (A) and (B), and containing the calculations and information required by the preceding clause (B); provided further that no Unrestricted Subsidiary that has been designated as a Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary.

“U.S. Borrowers” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“U.S. Collateral Agreement” shall mean the Collateral Agreement dated as of November 5, 2009, among the U.S. Borrowers and the Subsidiaries that are organized in the United States and that are party thereto, certain other Subsidiaries party thereto and The Bank of New York Mellon, as Collateral Agent for the benefit of the Secured Parties, attached hereto as Exhibit F.

“U.S. GAAP” shall mean generally accepted accounting principals in effect from time to time in the United States, applied on a consistent basis.

“U.S. Issuers” shall mean Reynolds Group Issuer LLC, a Delaware limited liability company, and Reynolds Group Issuer Inc., a Delaware corporation, each of which is a Wholly Owned Subsidiary of Holdings (and their respective successors which shall be Wholly Owned Subsidiaries of Holdings).

“U.S. L/C Disbursement” shall mean a payment or disbursement made by any Issuing Bank pursuant to a U.S. Letter of Credit issued by such Issuing Bank.

“U.S. L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding U.S. Letters of Credit at such time and (b) the aggregate principal amount of all U.S. L/C Disbursements that have not yet been reimbursed by or on behalf of the U.S. Borrowers at such time. The U.S. L/C Exposure of any U.S. Revolving Credit Lender at any time shall equal its applicable Pro Rata Percentage of the aggregate U.S. L/C Exposure at such time.

“U.S. Letter of Credit” shall mean any letter of credit issued by an Issuing Bank pursuant to Section 2.22 at the request of any U.S. Borrower for the account of itself or any other Wholly Owned Subsidiary of Holdings. All U.S. Letters of Credit will be denominated in Dollars.

“U.S. Recipient” shall mean, as applicable, any Recipient of payments on or in respect of the U.S. Term Loans, the U.S. Revolving Loans, Incremental Term Loans to a U.S. Borrower or a U.S. Letter of Credit, including any fees related thereto.

“U.S. Revolving Borrowers” shall mean each U.S. Borrower other than RGHI.

 

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“U.S. Revolving Credit Commitment” shall mean, with respect to each U.S. Revolving Credit Lender, the commitment of such Lender to make U.S. Revolving Loans hereunder (and to acquire participations in Letters of Credit as provided for herein) as set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender assumed its U.S. Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.

“U.S. Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding U.S. Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s U.S. L/C Exposure.

“U.S. Revolving Credit Lender” shall mean a Lender with a U.S. Revolving Credit Commitment or an outstanding U.S. Revolving Loan.

“U.S. Revolving Loans” shall mean the revolving loans made by the Lenders to the U.S. Revolving Borrowers pursuant to clause (i) of Section 2.01(a).

“U.S. Term Borrowers” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“U.S. Term Lender” shall mean a Lender with a U.S. Term Loan Commitment or an outstanding U.S. Term Loan.

“U.S. Term Loan Commitments” shall have the meaning assigned to the term “Incremental U.S. Term Loan Commitments” in Amendment No. 7. As of the Third Restatement Date, the aggregate outstanding principal amount of U.S. Term Loan Commitments was $2,235,000,000.

“U.S. Term Loan Maturity Date” shall mean September 28, 2018.

“U.S. Term Loans” shall mean the “Incremental U.S. Term Loans” as defined in Amendment No. 7.

“USA PATRIOT Act” shall mean The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“Voluntary Prepayments” shall mean a prepayment of principal of Term Loans pursuant to Section 2.12(a) in any year to the extent that such prepayment reduces the scheduled installments of principal due in respect of Term Loans in any subsequent year.

“Wholly Owned Subsidiary” of any Person shall mean a subsidiary of such Person of which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, Controlled or held by such Person or one or more wholly owned subsidiaries of such Person or by such Person and one or more wholly owned subsidiaries of such Person.

 

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“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” shall mean the Borrowers and the Administrative Agent.

SECTION 1.02. Terms Generally. (a) The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all types of tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (i) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time, in each case, in accordance with the express terms of this Agreement, and (ii) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that if Holdings notifies the Administrative Agent that it wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any change in GAAP (or change contemplated by Section 6.13(b)) occurring after the Closing Date on the operation of such covenant (or if the Administrative Agent notifies Holdings that the Required Lenders wish to amend Article VI or any related definition for such purpose), then Holdings’ compliance with such covenant shall be determined, with respect to the relevant change in GAAP, on the basis of GAAP in effect immediately before such change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to (x) with respect to changes in GAAP related to pension accounting, Holdings and the Administrative Agent in its sole discretion and (y) with respect to other changes to GAAP, Holdings and the Required Lenders.

(b) Solely for the purposes of Section 9.20 (Austrian Stamp Duty) and Schedule 9.20 (Austrian Stamp Duty Guidelines), “written” shall mean that what is “written” was translated into letters (Buchstaben) that are or can be made visible on a physical or electronic device of whatever type and format, including paper and screen, and, accordingly, communication, documents or notices being “in writing” shall include not only paper-form (letter or fax) communication, documents or notices but also electronic communication, documents or notices, including by way of e-mail; and “signed” communication, documents or notices refers to written communication, documents or notices that carry a manuscript, digital or electronic or other technically reproduced signature, and “signature” shall be construed accordingly.

 

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SECTION 1.03. Pro Forma Calculations. (a) All pro forma calculations permitted or required to be made by Holdings or any Subsidiary pursuant to this Agreement shall include only those adjustments that (a) would be permitted or required by the definition of Consolidated EBITDA, (b) would be permitted or required by Regulation S-X under the Securities Act, or (c)(i) have been certified by a Financial Officer of Holdings as having been prepared in good faith based upon reasonable assumptions and (ii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent.

(b) For purposes of calculating the principal amount of Indebtedness permitted to be incurred pursuant to Section 2.23 (including the definition of Incremental Facility Amount), 6.01(i) or 6.01(l), in each case in reliance on a pro forma calculation of the Senior Secured First Lien Leverage Ratio, such pro forma calculation of the Senior Secured First Lien Leverage Ratio shall not give effect to any other incurrence of Indebtedness on the date of determination secured by Liens pursuant to Section 6.02(dd) or, in the case of a calculation under Section 2.23(c)(iv)(z), any proposed incurrence of Indebtedness on the closing date of a Limited Condition Acquisition to be secured by Liens pursuant to Section 6.02(dd).

SECTION 1.04. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “U.S. Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “U.S. Eurocurrency Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “U.S. Revolving Credit Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “U.S. Eurocurrency Revolving Credit Borrowing”).

SECTION 1.05. Exchange Rate Calculations. Whenever it shall be necessary to determine the Required Lenders, or the allocation of any payment to be made to or by the Lenders holding Loans and Commitments denominated in Euro or another Designated Foreign Currency, (a) the Dollar Equivalent of the Term Loans denominated in any Designated Foreign Currency as determined at the time such Term Loans are made and (b) the Dollar Equivalent of the Revolving Credit Commitments denominated in any Designated Foreign Currency at the time such Revolving Credit Commitments become effective shall be used to make such determination. In addition, where the permissibility of a transaction depends upon compliance with, or is determined by reference to, amounts stated in Dollars or Euro, any amount stated in another currency shall be translated to Dollars or Euro, as the case may be, at the Exchange Rate then in effect and the permissibility of actions taken under Article VI shall not be affected by subsequent fluctuations in exchange rates. Further, if Indebtedness is incurred to refinance Indebtedness in a transaction otherwise permitted hereunder and such refinanced Indebtedness is denominated in a currency other than Euro or Dollars (or in a currency (including Euro or Dollars) that is different from the currency of the Indebtedness being incurred), and such refinancing would cause an applicable Euro or Dollar denominated

 

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restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Euro or Dollar denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness incurred does not exceed (i) the outstanding committed or principal amount (whichever is higher) of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing.

SECTION 1.06. Designation as Senior Debt. The Loans and other Bank Obligations are hereby designated as “Senior Indebtedness” and “Designated Senior Indebtedness” for all purposes of the Subordinated Note Documents and the Existing Intercreditor Agreement.

ARTICLE II

The Credits

SECTION 2.01. Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, (i) each U.S. Revolving Credit Lender agrees, severally and not jointly, to make U.S. Revolving Loans to the U.S. Revolving Borrowers in Dollars, at any time and from time to time on or after the Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the U.S. Revolving Credit Commitment of such Lender in accordance with the terms hereof and in an aggregate principal amount at any time outstanding that will not result in (x) such Lender’s U.S. Revolving Credit Exposure exceeding its U.S. Revolving Credit Commitment or (y) the Aggregate U.S. Revolving Credit Exposure exceeding the Total U.S. Revolving Credit Commitments and (ii) each European Revolving Credit Lender agrees, severally and not jointly, to make European Revolving Loans to the European Borrowers in a Designated Foreign Currency, from time to time on or after the Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of its European Revolving Credit Commitment in accordance with the terms hereof, in an aggregate principal amount that will not result in (x) such Lender’s European Revolving Credit Exposure exceeding its European Revolving Credit Commitment or (y) the Aggregate European Revolving Credit Exposure exceeding the Total European Revolving Credit Commitments. Within the limits set forth in clauses (i) and (ii) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

(b) Each Lender having an Incremental Term Loan Commitment (including a U.S. Term Loan Commitment or a European Term Loan Commitment on the Third Restatement Date) or an Other Revolving Credit Commitment, severally and not jointly, hereby agrees, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Assumption Agreement, to make Incremental Term Loans or Other Revolving Loans, in an aggregate principal amount, to the Borrowers and on the terms and conditions set forth in the applicable Incremental Assumption Agreement. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

 

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SECTION 2.02. Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans of the applicable Class made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum (except, with respect to any Borrowing of Incremental Term Loans or Other Revolving Loans, to the extent otherwise provided in the related Incremental Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Commitments.

(b) Subject to Sections 2.02(f), 2.08, 2.15 and 2.22(f), (i) each Borrowing denominated in Dollars shall be comprised entirely of ABR Loans or Eurocurrency Loans as the applicable U.S. Borrower may request pursuant to Section 2.03 and (ii) each Borrowing denominated in a Designated Foreign Currency shall be comprised entirely of Eurocurrency Loans. Each Lender may at its option make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing that, if made, would result in more than 14 Eurocurrency Borrowings of the U.S. Borrowers in the aggregate and six Eurocurrency Borrowings of the European Borrowers in the aggregate being outstanding hereunder at any time (or in each such case such greater number of Eurocurrency Borrowings permitted by the Administrative Agent in its sole discretion). For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the applicable currency to such account as the Administrative Agent may designate not later than (i) 12:00 (noon), New York City time, in the case of a Eurocurrency Borrowing denominated in Dollars or an ABR Borrowing or (ii) 8:00 a.m., New York City time, in the case of any Borrowings denominated in a Designated Foreign Currency, and the Administrative Agent shall promptly credit the amounts so received to an account in the name of the applicable Borrower, designated by such Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

 

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(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of such Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds in the applicable currency (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

(e) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.

(f) If the applicable Issuing Bank shall not have received from the applicable Borrower the payment required to be made by Section 2.22(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the applicable L/C Disbursement and the Administrative Agent will promptly notify each applicable Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent, an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to constitute an ABR Revolving Loan (in the case of a U.S. L/C disbursement) or a Eurocurrency Revolving Loan with an Interest Period of one month (in the case of a European L/C Disbursement), as the case may be, of such Lender and, to the extent of such payment, the obligations of the applicable Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing or Eurocurrency Revolving Credit Borrowing, as applicable and (ii) if such conditions precedent to borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall not constitute a Loan and shall not relieve the applicable Borrower from its obligation to reimburse such L/C Disbursement), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from each Revolving Credit Lender.

 

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The fundings by the Revolving Credit Lenders pursuant to this paragraph shall be made on the dates, and prior to the times, that would be required for the funding of a Revolving Credit Borrowing were the Administrative Agent’s notice deemed to be a Borrowing notice pursuant to Section 2.03. The Administrative Agent will promptly pay to such Issuing Bank any amounts received by it from the applicable Borrowers pursuant to Section 2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the applicable Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of such Issuing Bank at (i) in the case of such Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a) or (b), and (ii) in the case of such Lender, (x) for amounts denominated in Dollars, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate and (y) for amounts denominated in a Designated Foreign Currency, for the first such day, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds in such Designated Foreign Currency (which determination shall be conclusive absent manifest error), and for each day thereafter, the Foreign Base Rate applicable to such Designated Foreign Currency.

SECTION 2.03. Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f) as to which this Section 2.03 shall not apply), a Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing denominated in Dollars or an ABR Borrowing, not later than 12:00 (noon), New York City time, three Business Days before a proposed Borrowing and (b) in the case of a Eurocurrency Borrowing denominated in a Designated Foreign Currency, not later than 12:00 (noon), New York City time, four Business Days before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Borrowing of U.S. Term Loans, European Term Loans, Incremental Term Loans of any other Class, U.S. Revolving Loans, European Revolving Loans or Other Revolving Loans and whether such Borrowing is to be a Eurocurrency Borrowing or an ABR Borrowing (or, subject to limitations contained in the definition of the term “FBR”, a FBR Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount and currency of such Borrowing; and (v) if such Borrowing is to be a Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, (x) each requested Borrowing shall comply with the requirements set forth in Section 2.02 and (y) no Borrowing may be requested to be

 

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made on the same day that a prepayment under Section 2.12 of Loans of the same Class and Type the requested Borrowing is scheduled to be made. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be in the case of Borrowing denominated in Dollars, an ABR Borrowing, and, in the case of a Borrowing denominated in a Designated Foreign Currency, a Eurocurrency Borrowing. If no Interest Period with respect to any Eurocurrency Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The U.S. Term Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each applicable Lender the principal amount of the applicable Class of U.S. Term Loans of such Lender as provided in Section 2.11. The U.S. Revolving Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each applicable Lender the then unpaid principal amount of each U.S. Revolving Loan of such Lender on the Revolving Credit Maturity Date. The European Term Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each applicable Lender the principal amount of each European Term Loan of such Lender as provided in Section 2.11. The European Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each applicable Lender the then unpaid principal amount of each European Revolving Loan of such Lender on the Revolving Credit Maturity Date.

(b) Each Lender shall maintain, in accordance with its usual practice, an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class, Type and currency thereof and, if applicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from any Borrower or any Guarantor and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of any Borrower to repay the Loans in accordance with their terms.

 

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(e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, each applicable Borrower shall execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form and substance reasonably acceptable to the Administrative Agent and such Borrower. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the interests represented by such note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes payable to the payee named therein or its registered assigns.

SECTION 2.05. Fees. (a) Each U.S. Revolving Borrower, jointly and severally, agrees to pay to each U.S. Revolving Credit Lender (other than a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on each date on which any Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee in Dollars equal to 2.00% per annum on the daily unused amount of the U.S. Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Commitments of such Lender shall expire or be terminated). Each European Borrower, jointly and severally, agrees to pay to each European Revolving Credit Lender (other than a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on each date on which any Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee in Euro equal to 2.00% per annum on the daily unused amount of the European Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Commitments of such Lender shall expire or be terminated). The fees described in the preceding two sentences are collectively called the “Commitment Fees”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(b) Each Borrower agrees to pay to the Administrative Agent, for its own account and the accounts of its Affiliates referred to therein, the fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”).

(c) Each U.S. Revolving Borrower agrees to pay to each U.S. Revolving Credit Lender (other than a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the U.S. Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee in Dollars calculated on such Lender’s Pro Rata Percentage of the daily aggregate U.S. L/C Exposure (excluding the portion thereof attributable to unreimbursed U.S. L/C Disbursements) during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which all U.S. Letters of Credit have been canceled or have expired and the U.S. Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable

 

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Margin from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurocurrency Loans pursuant to Section 2.06. Each European Borrower agrees to pay to each European Revolving Credit Lender (other than a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the European Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee calculated on such Lender’s Pro Rata Percentage of the daily aggregate European L/C Exposure (excluding the portion thereof attributable to unreimbursed European L/C Disbursements) during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which all European Letters of Credit have been canceled or have expired and the European Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Margin from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurocurrency Loans pursuant to Section 2.06. The fees described in the preceding two sentences are collectively called the “L/C Participation Fees”. Each U.S. Revolving Borrower and European Borrower agrees to pay to each Issuing Bank for its own account, the fronting, issuing and drawing fees specified from time to time by such Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

SECTION 2.06. Interest on Loans. (a) Subject to the provisions of Section 2.07, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(b) Subject to the provisions of Section 2.07, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c) Subject to the provisions of Section 2.07, the Loans comprising each FBR Borrowing shall bear interest (computed on the basis of the actual days elapsed over a year of 360 days, as the case may be) at a rate per annum equal to the Foreign Base Rate in effect for such Borrowing plus the Applicable Margin.

 

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(d) Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate, Foreign Base Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.07. Default Interest. If any Borrower shall default in the payment of any principal of or interest on any Loan or any other amount due hereunder or under any other Loan Document, by acceleration or otherwise, until such defaulted amount shall have been paid in full, to the extent permitted by law, all overdue amounts outstanding under this Agreement and the other Loan Documents shall bear interest (after as well as before judgment), payable on demand, (a) in the case of overdue principal, at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus 2.00% per annum and (b) with respect to all other overdue amounts, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate and over a year of 360 days at all other times) equal to the rate that would be applicable to a Daily Rate U.S. Term Loan plus 2.00% per annum.

SECTION 2.08. Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing the Administrative Agent shall have determined that deposits in the applicable currency in the principal amounts of the Loans comprising such Borrowing are not generally available in the applicable interbank market, or that the rates at which such deposits are being offered will not adequately and fairly reflect the cost to a majority in interest of the Lenders of the applicable Class of making or maintaining Eurocurrency Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the EURIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to each applicable Borrower and the applicable Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, any request by a Borrower for a Eurocurrency Borrowing in the affected currency pursuant to Section 2.03 or 2.10 shall be deemed to be a request for a Daily Rate Borrowing in such currency. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

SECTION 2.09. Termination and Reduction of Commitments. (a) Any Incremental Term Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitments shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitments shall automatically terminate on the earlier to occur of (i) the termination of the applicable Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date.

 

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(b) Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the applicable U.S. Borrowers or the applicable European Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments of any Class or the Revolving Credit Commitments extended to such Borrowers; provided, however, that (i) each partial reduction of any Term Loan Commitments or any Revolving Credit Commitments of any Class shall be in an integral multiple of the Borrowings Multiple and in a minimum amount equal to the Borrowing Minimum, (ii) the Total U.S. Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate U.S. Revolving Credit Exposure (without taking into account Letters of Credit that have been cash collateralized or backstopped in a manner reasonably satisfactory to the Administrative Agent) at the time and (iii) the Total European Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate European Revolving Credit Exposure (without taking into account Letters of Credit that have been cash collateralized or backstopped in a manner reasonably satisfactory to the Administrative Agent) at the time. Notwithstanding anything to the contrary contained in this Agreement, the applicable U.S. Borrowers and the applicable European Borrowers may rescind any notice of termination under this Section 2.09 if such termination would have resulted from a refinancing of all of the relevant Loans, which refinancing shall not be consummated or shall otherwise be delayed.

(c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of a Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. The U.S. Borrowers or the European Borrowers, as applicable, shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, of any Revolving Credit Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

SECTION 2.10. Conversion and Continuation of Borrowings. The applicable Borrowers shall have the right at any time upon prior irrevocable written notice to the Administrative Agent (a) not later than 12:00 (noon), New York City Time, three Business Days prior to the day of conversion or continuation, to (x) convert any Eurocurrency Borrowing denominated in Dollars into an ABR Borrowing or to continue any Eurocurrency Borrowing denominated in Dollars as a Eurocurrency Borrowing for an additional Interest Period, (y) convert any ABR Borrowing into a Eurocurrency Borrowing or (z) convert the Interest Period with respect to any Eurocurrency Borrowing denominated in Dollars to another permissible Interest Period and (b) not later than 12:00 (noon), New York City time, four Business Days prior to conversion or continuation, to (A) continue any Eurocurrency Borrowing denominated in a Designated Foreign Currency as a Eurocurrency Borrowing for an additional Interest Period or (B) convert the Interest Period with respect to any Eurocurrency Borrowing denominated in a Designated Foreign Currency to another permissible Interest Period, subject in each case to the following:

 

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(i) [reserved];

(ii) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;

(iii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number of Borrowings of the relevant Type;

(iv) each conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Loan of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; and accrued interest on any Eurocurrency Loan (or portion thereof) being converted shall be paid by the applicable Borrower at the time of conversion;

(v) if any Eurocurrency Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16;

(vi) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing;

(vii) any portion of a Eurocurrency Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period in effect for such Borrowing into a Daily Rate Borrowing;

(viii) no Interest Period may be selected for any Eurocurrency Term Borrowing that would end later than a Term Loan Repayment Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (A) the Eurocurrency Term Borrowings comprised of Term Loans or Other Term Loans, as applicable, with Interest Periods ending on or prior to such Term Loan Repayment Date and (B) the Daily Rate Term Borrowings comprised of Term Loans or Other Term Loans, as applicable, would not be at least equal to the principal amount of Term Borrowings to be paid on such Term Loan Repayment Date; and

(ix) upon notice to the Borrowers from the Administrative Agent given at the request of the Required Lenders, after the occurrence and during the continuance of an Event of Default, (A) no outstanding Loan (except, and subject to clause (C), Loans comprising a Borrowing denominated in a Designated Foreign Currency) may be converted into, or continued as, a Eurocurrency Loan, (B) each outstanding Eurocurrency Borrowing denominated in Dollars shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Borrowing and (C) no Interest Period in excess of one month may be selected for any Borrowing denominated in a Designated Foreign Currency.

 

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Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Borrowing or an ABR Borrowing or, to the extent required by Section 2.10(vii), an FBR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Borrowing, the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise the applicable Lenders of any notice given pursuant to this Section 2.10 and of each such Lender’s portion of any converted or continued Borrowing. If the applicable Borrower shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), (i) in the case of a Borrowing denominated in Dollars, automatically be continued as an ABR Borrowing and (ii) in the case of a Borrowing denominated in a Designated Foreign Currency, automatically be continued as a new Eurocurrency Borrowing with an Interest Period of one month.

SECTION 2.11. Repayment of Term Borrowings. (a) (i) The U.S. Term Borrowers shall pay to the Administrative Agent, for the account of the U.S. Term Lenders, on the last Business Day of each calendar quarter ending after the Third Restatement Date (commencing with the first full calendar quarter following the Third Restatement Date), a principal amount of the U.S. Term Loans (as adjusted from time to time pursuant to Sections 2.12, 2.13(f) and 2.23(d)) equal to 0.25% of the aggregate principal amount of the U.S. Term Loans outstanding on the Third Restatement Date.

(ii) The European Term Borrowers shall pay to the Administrative Agent, for the account of the European Term Lenders, on the last Business Day of each calendar quarter following the Third Restatement Date (commencing with the first full calendar quarter following the Third Restatement Date), a principal amount of the European Term Loans (as adjusted from time to time pursuant to Sections 2.12, 2.13(f) and 2.23(d)) equal to 0.25% of the aggregate principal amount of the European Term Loans outstanding on the Third Restatement Date.

(iii) [Reserved].

(iv) Except with respect to the Term Loans described in the preceding clauses of this Section 2.11(a), the applicable Term Borrower or Term Borrowers shall pay to the Administrative Agent, for the account of the Incremental Term

 

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Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Other Term Loans (as adjusted from time to time pursuant to Sections 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(b) To the extent not previously paid, all Term Loans and Other Term Loans shall be due and payable on the European Term Loan Maturity Date, the U.S. Term Loan Maturity Date or the Incremental Term Loan Maturity Date, as the case may be, applicable to such Class of Term Loans or Other Term Loans, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment.

(c) All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.

SECTION 2.12. Voluntary Prepayment. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, (i) upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent, not later than 12:00 (noon), New York City time, in the case of Eurocurrency Loans denominated in Dollars and in the case of ABR Loans, or (ii) written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent, at least four Business Days prior to the date of prepayment in the case of Eurocurrency Loans denominated in a Designated Foreign Currency, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum and (ii) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.

(b) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans, so long as no Default or Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 on the following basis:

(i) The Repurchaser may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class by providing written notice to the Administrative Agent (for distribution to the Term Lenders of the related Class) identifying the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 or €10,000,000, as

 

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the case may be, with minimum increments of $1,000,000 or €1,000,000, as the case may be (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction;

(ii) In connection with any Auction, each Term Lender of the related Class may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a discount to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $1,000,000 or €1,000,000, as the case may be, or in an amount equal to the Term Lender’s entire remaining amount of such Term Loans (the “Reply Amount”). Term Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance in a form reasonably acceptable to the Administrative Agent;

(iii) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Repurchaser, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount for which the Repurchaser can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Repurchaser to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Repurchaser shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount. The Repurchaser shall purchase Term Loans subject to such Auctions (or the respective portions thereof) from each applicable Term Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Repurchaser shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Term Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due;

(iv) Once initiated by an Auction Notice, the Repurchaser may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Term Lender of a Qualifying Bid, such Term Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount;

 

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(v) With respect to all repurchases made by the Repurchaser pursuant to this Section 2.12(b), such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.12 in an amount equal to the aggregate principal amount of such Term Loans; provided that such repurchases shall not be subject to the provisions of Section 2.12(a), Section 2.17 and Section 2.18; and

(vi) The repurchases by the Repurchaser of Term Loans pursuant to this Section 2.12(b) shall be subject to the following conditions: (v) the Auction is open to all Term Lenders of the applicable Class on a pro rata basis, (w) no Default or Event of Default has occurred or is continuing or would result therefrom, (x) any Term Loans repurchased pursuant to this Section 2.12(b) shall be automatically and permanently canceled upon acquisition thereof by the Repurchaser, (y) the Repurchaser shall not use the proceeds of Revolving Loans (including Incremental Revolving Loans) to acquire such Term Loans and (z) at the time of (and calculated on a pro forma basis after giving effect to) any such repurchase, the Aggregate Revolving Credit Exposure (excluding any outstanding L/C Exposure) shall not exceed unrestricted cash and cash equivalents on hand of Holdings and the Subsidiaries.

(c) Voluntary prepayments of Term Loans pursuant to Section 2.12(a) shall be allocated among the Classes of Term Loans as specified by the applicable Term Borrower or Term Borrowers and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of any such Class under Section 2.11 as specified by the applicable Term Borrower or Term Borrowers.

(d) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing) and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans of a Class, then the applicable Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under Section 2.12(a) shall be subject to Sections 2.12(e), 2.12 (f) and 2.16, but shall otherwise be without premium or penalty. All prepayments under Section 2.12(a) (other than prepayments of Daily Rate Revolving Loans that are not made in connection with the termination or permanent reduction of the applicable Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

(e) If, prior to the first anniversary of the Third Restatement Date, (i) all or any portion of the European Term Loans or the U.S. Term Loans are prepaid out of the proceeds of a substantially concurrent issuance or incurrence of secured term loans that are marketed or syndicated to banks and other institutional investors and the effective yield (as determined by the Administrative Agent in consultation with

 

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Holdings and in a manner consistent with generally accepted financial practice and, in any event, excluding the effect of any arrangement, structuring, syndication, commitment or other fees in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted LIBO Rate, the EONIA Rate or the EURIBO Rate) of such secured term loan financing is less than the yield (as determined by the Administrative Agent on the same basis) of the European Term Loans or the U.S. Term Loans, as the case may be, or (ii) a European Term Lender or a U.S. Term Lender must assign its European Term Loans or U.S. Term Loans, as the case may be, pursuant to Section 2.21, in each case as a result of its failure to consent to an amendment that would reduce (as determined by the Administrative Agent in consultation with Holdings) any of the interest rate margins (or other pricing-related terms) then in effect with respect to such European Term Loans or U.S. Term Loans, as the case may be, then in each case the aggregate principal amount so prepaid or assigned will be subject to a fee payable by the European Term Borrowers, in the case of European Term Loans, or the U.S. Term Borrowers, in the case of U.S. Term Loans, in each case equal to 1.0% of the principal amount thereof; provided that this Section 2.12(e) shall not apply to any prepayment of the Term Loans upon the occurrence of a Change in Control.

SECTION 2.13. Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments of a Class, the applicable Borrowers shall, on the date of such termination, repay or prepay all their outstanding Revolving Credit Borrowings and replace or cause to be canceled (or cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and each applicable Issuing Bank) all outstanding Letters of Credit issued by each such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments of a Class or at any other time, the Aggregate U.S. Revolving Credit Exposure or Aggregate European Revolving Credit Exposure, as applicable, would exceed the Total U.S. Revolving Credit Commitment or Total European Revolving Credit Commitment, as applicable, then the U.S. Borrowers or European Borrowers, as applicable, shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings of such Class and, after the Revolving Credit Borrowings of such Class shall have been repaid or prepaid in full, replace or cause to be canceled (or cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and such Issuing Bank) Letters of Credit issued by each such Issuing Bank in an amount sufficient to eliminate such excess.

(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(f); provided that (i) no such prepayment will be required until the Net Cash Proceeds in respect of Asset Sales received from and after the time of the immediately preceding prepayment under this clause (b) (or if no such prepayments have yet occurred, from the Closing Date) exceeds €20,000,000 and (ii) with respect to the Net Cash Proceeds of any Asset Sale, the Borrowers may use a portion of such Net Proceeds to prepay or repurchase Senior

 

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Secured Notes with Liens on the Collateral ranking pari passu with the Liens securing the Bank Obligations to the extent any applicable Senior Secured Note Indenture requires the Borrowers to prepay or make an offer to purchase such Senior Secured Notes with the proceeds of such Asset Sale, in each case in an amount not to exceed the product of (1) the amount of such Net Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of the Senior Secured Notes with a Lien on the Collateral ranking pari passu with the Liens securing the Bank Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Senior Secured Notes and the outstanding principal amount of Term Loans.

(c) No later than the earlier of (i) 90 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending on December 31, 2013, and (ii) the date that is 10 days following the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrowers shall prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to (A) (x) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been greater than 2.25 to 1.0, 50% of Excess Cash Flow for the fiscal year then ended and (y) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been less than or equal to 2.25 to 1.0, 25% of Excess Cash Flow for the fiscal year then ended, in each case minus (B) Voluntary Prepayments and prepayments of Revolving Loans under Section 2.12(a) during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments are not made with funds received in connection with a refinancing of all or any portion of such Indebtedness minus (C) permanent voluntary prepayments, repurchases or redemptions of Senior Secured Notes during such fiscal year but only to the extent that the Senior Secured Notes so prepaid, repurchased or redeemed by their terms cannot be reborrowed, redrawn or resold and such prepayments, repurchases or redemptions are not made with funds received in connection with a refinancing of all or any portion of such Senior Secured Notes; provided that the Borrowers may use a portion of such Excess Cash Flow to prepay Senior Secured Notes in the form of senior secured loans with Liens on the Collateral ranking pari passu with the Liens securing the Bank Obligations to the extent the definitive documentation in respect of any such Senior Secured Notes requires the Borrowers to prepay such Senior Secured Notes with such Excess Cash Flow (and, for the avoidance of doubt, the amount of Excess Cash Flow required to be applied in prepayment of the Term Loans pursuant to this Section 2.13(c) shall be reduced by such portion), in each case in an amount not to exceed the product of (1) the amount of such Excess Cash Flow and (2) a fraction, the numerator of which is the outstanding principal amount of such Senior Secured Notes with respect to which such a requirement to prepay exists and the denominator of which is the sum of the outstanding principal amount of such Senior Secured Notes and the outstanding principal amount of Term Loans.

 

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(d) In the event that any Loan Party or any Subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any Subsidiary of a Loan Party (other than any cash proceeds from Indebtedness permitted by Section 6.01), the Borrowers shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(f).

(e) Notwithstanding the foregoing, Holdings (in its sole discretion) may give each Term Lender the option (in its sole discretion) to elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent in consultation with Holdings, to decline all (but not less than all) of any mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds may be retained by the Borrowers.

(f) Subject to Section 2.13(e), mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata to each Class of Term Loans and applied to the remaining scheduled installments of principal due pursuant to clauses (i), (ii) and (iv) of Section 2.11(a) as directed by the applicable Borrower (and absent any such direction, in direct order of maturity against the remaining scheduled installments of principal due).

(g) Each applicable Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of such Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) at least four Business Days prior irrevocable written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Sections 2.13(f) and 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

SECTION 2.14. Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or any Issuing Bank (except any such reserve or mandatory cost requirement which is reflected in the Adjusted LIBO Rate or EURIBO Rate, as applicable) or shall impose on such Lender or such Issuing Bank or the applicable interbank market any other condition (including, in each case, the imposition of Taxes other than (and excluding) Taxes (i) imposed on any payment made pursuant to this Agreement, (ii) measured by net income or profits, franchise, branch profits or similar Taxes or (iii) arising under FATCA) affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any

 

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Eurocurrency Loan or increase the cost to any Lender or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Issuing Bank to be material, then the U.S. Borrowers or the European Borrowers, as applicable, will pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or any Issuing Bank shall have reasonably determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by such Issuing Bank pursuant hereto to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or such Issuing Bank to be material, then from time to time the U.S. Borrowers or European Borrowers, as applicable, shall pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c) If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to paragraph (a) or (b) above, it shall provide prompt notice thereof to the applicable Borrower, through the Administrative Agent, certifying (i) that one of the events described in paragraph (a) or (b) has occurred and describing in reasonable detail the nature of such event, (ii) as to the increased cost or reduced amount resulting from such event and (iii) as to the additional amount demanded by such Lender or Issuing Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate shall be conclusive absent manifest error. The applicable Borrower or Borrowers shall pay such Lender or such Issuing Bank the amount shown as due on any such certificate delivered by it within 30 days after its receipt of the same.

(d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that no Borrower shall be under any obligation to compensate any Lender or any Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender or such Issuing Bank knew or could reasonably have been expected to

 

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know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section shall be available to each Lender and each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

SECTION 2.15. Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the applicable Borrowers and to the Administrative Agent:

(i) such Lender may declare that Eurocurrency Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and Daily Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans, whereupon any request for a Eurocurrency Borrowing (or to convert a Daily Rate Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Daily Rate Loan (or a request to continue a Daily Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into a Daily Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and

(ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to Daily Rate Loans, in which event all such Eurocurrency Loans shall be automatically converted to Daily Rate Loans as of the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the Daily Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

(b) For purposes of this Section 2.15, a notice to the applicable Borrowers by any Lender shall be effective as to each Eurocurrency Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by such Borrowers.

 

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SECTION 2.16. Breakage. The applicable Borrowers shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan to a Daily Rate Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan to be made by such Lender (including any Eurocurrency Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Loan shall have been given by the applicable Borrower hereunder (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment of Eurocurrency Loans after a Borrower has given notice thereof in accordance with the provisions of this Agreement. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender (as reasonably determined by such Lender) in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A reasonably detailed certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the applicable Borrowers and shall be conclusive absent manifest error.

SECTION 2.17. Pro Rata Treatment. Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to non-Defaulting Lenders as opposed to Defaulting Lenders, and except for prepayments of Term Loans made in accordance with Section 2.12(b) and as required under Section 2.15, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of the Commitment Fees, each reduction of the Term Loan Commitments or the Revolving Credit Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata among the Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans). Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole Dollar or Designated Foreign Currency amount.

SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against any Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which

 

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the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of this Agreement (including prepayments received pursuant to Section 2.12(b)) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. The Borrowers and Holdings expressly consent to the foregoing arrangements and agree that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by any Borrower and Holdings to such Lender by reason thereof as fully as if such Lender had made a Loan directly to such Borrower in the amount of such participation.

SECTION 2.19. Payments. (a) The Borrowers shall make each payment (including principal of or interest on any Borrowing or any L/C Disbursement or any Fees or other amounts) hereunder and under any other Loan Document (i) with respect to any Eurocurrency Borrowings denominated in Dollars or ABR Borrowings not later than 12:00 (noon), New York City time and (ii) with respect to any Eurocurrency Borrowings denominated in any Designated Foreign Currency or FBR Borrowings, not later than 8:00 a.m., New York City time, on the date when due in immediately available funds, without setoff, defense or counterclaim. Each such payment (other than Issuing Bank Fees, which shall be paid directly to the applicable Issuing Bank) shall be made to the Administrative Agent at its offices at: in the case of the Administrative Agent, Eleven Madison Avenue, New York, NY 10010. All payments received by the Administrative Agent after (i) 12:00 (noon), New York City time, with respect to Eurocurrency Borrowings denominated in Dollars or ABR Borrowings, or (ii) 8:00 a.m., New York City time, with respect to Eurocurrency Borrowings denominated in any Designated Foreign Currency or FBR Borrowings, shall be deemed received on the next Business Day (in the Administrative Agent’s sole discretion) and any applicable interest shall continue to accrue. The Administrative Agent shall promptly distribute to each Lender any payments received by the Administrative Agent on behalf of such Lender.

 

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(b) Except as otherwise expressly provided herein, whenever any payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or Fees, if applicable.

(c) The obligations of the U.S. Term Borrowers hereunder and under the other Loan Documents shall be joint and several. The obligations of the U.S. Revolving Borrowers hereunder and under the other Loan Documents shall be joint and several. The obligations of (i) the European Term Borrowers hereunder and under the other Loan Documents shall be joint and several and (ii) the European Borrowers hereunder and under the other Loan Documents shall be joint and several, except in each case that the Austrian Borrower shall not be jointly and severally liable for the obligations of any other Borrower until such time as the Austrian Borrower can agree to be bound by an obligation to be jointly and severally liable without breaching any applicable law or exposing its directors to personal liability.

(d) Any payment made under or in connection with a Loan Document shall be made from and to an account outside of Austria.

SECTION 2.20. Taxes. (a) Except as required by applicable law (as modified by the practice then in effect of any Governmental Authority), any and all payments by or on account of any obligation of a Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without withholding or deduction for any Taxes; provided that if any Borrower or any other Loan Party shall be required by applicable law to withhold or deduct any Taxes from such payments, then (i) such Borrower or such other Loan Party shall make such withholdings or deductions, (ii) such Borrower or such other Loan Party shall pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable law and (iii) if such Taxes are Indemnified Taxes, the amount payable by the applicable Borrower or any Loan Party shall be increased as necessary so that, net of all required withholdings and deductions for Indemnified Taxes (including withholdings and deductions applicable to additional amounts payable under this Section 2.20), the applicable Recipient receives the amount it would have received had no such withholdings or deductions, as the case may be, been made.

(b) In addition, the applicable Borrower or any Loan Party shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrowers and any Loan Party shall, jointly and severally, indemnify each Recipient, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid by the applicable Recipient on or with respect to any payment by or on account of any obligation of any Borrower or any other Loan Party hereunder or under any other Loan Document (including

 

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Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth the amount of such payment or liability delivered to the Borrowers by a Recipient on behalf of itself or another Recipient shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes by any Borrower or any other Loan Party to a Governmental Authority, such Borrower or such other Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Each Recipient shall deliver to any Borrower or any other Loan Party (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by such Borrower, such other Loan Party or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law, if any, as will (i) permit payments hereunder or under any other Loan Document to be made without, or at a reduced rate of, withholding Tax or (ii) enable such Borrower, such other Loan Party or the Administrative Agent to determine whether or not such Recipient is subject to backup withholding or information reporting requirements, but only, in each case, if such Recipient is legally entitled to do so.

(f) Notwithstanding anything to the contrary in this Section 2.20, in the case of any withholding Tax, the completion, execution and submission of such documentation shall not be required if, in the Recipient’s judgment, such completion, execution or submission would subject such Recipient to any material, unreimbursed out-of-pocket cost or expense or would materially prejudice the legal or commercial position of such Recipient; provided, however, that this Section 2.20(f) shall not apply to documentation described in Section 2.20(g)(i)-(v).

(g) Without limiting the generality of the foregoing hereunder or the provisions of any other Loan Document, each U.S. Recipient shall deliver to the U.S. Borrowers and Administrative Agent two copies (or such other number of copies as shall be requested by the recipient) on or prior to the date on which such Person becomes a U.S. Recipient, as the case may be, under this Agreement (and from time to time thereafter when a previously provided form becomes obsolete or invalid, but only if such Person is legally entitled to do so), of whichever of the following is applicable:

(i) in the case of a U.S. Recipient claiming the benefits of an income tax treaty to which the United States of America is a party, (A) with respect to payments of interest under this Agreement or any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal

 

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withholding Tax pursuant to the “interest” article of such tax treaty and (B) with respect to all other payments under this Agreement or any Loan Document, IRS Form W-8BEN establishing an exemption from U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii) in the case of a U.S. Recipient for whom payments under this Agreement or any Loan Document constitute income that is effectively connected with such U.S. Recipient’s conduct of a trade or business in the United States, duly completed copies of IRS Form W-8ECI and, in the case of the Administrative Agent, also deliver two duly completed copies of IRS Form W-8IMY certifying that it is a “U.S. branch” and that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business in the United States and that it is using such form as evidence of its agreement with the U.S. Borrowers to be treated as a U.S. person with respect to such payments (and the U.S. Borrowers and Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments), with the effect that the U.S. Borrowers can make payments to the Administrative Agent without deduction or withholding of any Taxes imposed by the United States,

(iii) in the case of a U.S. Recipient claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such U.S. Recipient is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code or (D) conducting a trade or business in the United States with which the relevant interest payments are effectively connected and (y) duly completed copies of IRS Form W-8BEN,

(iv) in the case of a U.S. Recipient that is a U.S. person within the meaning of section 7701(a)(30) of the Code, duly completed copies of Internal Revenue Service Form W-9;

(v) to the extent a U.S. Recipient is not a U.S. person within the meaning of section 7701(a)(30) of the Code and is not the beneficial owner of payments made under this Agreement or any Loan Document (for example, where such U.S. Recipient is a non-U.S. partnership), (A) an IRS Form W-8IMY on behalf of itself and (B) the relevant forms prescribed in clauses (i), (ii), (iii), (iv) and (vi) of this Section 2.20(e) that would be required of each such beneficial owner if such beneficial owner were a U.S. Recipient; or

(vi) any other form prescribed by applicable law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the U.S. Borrowers or the Administrative Agent to determine the amount of withholding or deduction, if any, required to be made.

 

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(h) If any Recipient determines, in its sole discretion, that it has received a refund of any Indemnified Taxes (including, for purposes of this Section 2.20(h), Taxes indemnified pursuant to Section 2.14) as to which it has been indemnified by any Borrower or any other Loan Party or with respect to which any Borrower or any other Loan Party has paid additional amounts pursuant to Section 2.14 or this Section 2.20, as applicable, it shall pay to such Borrower or such other Loan Party, as applicable, an amount equal to such refund (but only to the extent of indemnity payments made, or such additional amounts paid, by any Borrower or any other Loan Party under Sections 2.14 or 2.20, as applicable, with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses of such Recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to the amount of such refund as corresponds to the Indemnified Taxes giving rise to such refund), provided that such Borrower or such other Loan Party, upon the request of such Recipient, agrees to repay the amount paid over to such Borrower or such other Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Recipient in the event such Recipient is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Borrower or any other Person.

(i) The Lenders and Issuing Banks (including any successors or assigns thereof) shall severally indemnify the Administrative Agent for the full amount of any Excluded Taxes payable by the Administrative Agent with respect to this Agreement, any Loan Document or any payment by any Borrower or any other Loan Party under this Agreement and any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Excluded Taxes were correctly imposed by the relevant Governmental Authority, except to the extent that any such amount or payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent. The indemnity under this paragraph (i) shall be paid within 30 days after the Administrative Agent delivers to the applicable Lender or Issuing Bank a certificate stating the amount of Excluded Taxes so payable by the Administrative Agent. Such certificate shall be conclusive of the amount so payable absent manifest error.

(j) Notwithstanding anything to the contrary contained herein or in any Loan Document, if any Lender assigns, participates or transfers any of its rights or obligations under this Agreement pursuant to Section 9.04 or any Lender changes its lending branch, neither the Borrowers nor any other Loan Party shall make any greater payments pursuant to this Section 2.20, as a consequence of such assignment, participation, transfer or change, than would have been payable in the absence of such assignment, participation, transfer or change; provided that this Section 2.20(j) shall not apply to changes made pursuant to Section 2.21(a).

 

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(k) If a payment made to a Recipient would be subject to U.S. Federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to the Withholding Agent, at the time or times prescribed by applicable law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this Section 2.20(k), FATCA shall include any amendments made to FATCA after the Third Restatement Date.

(l) For purposes of this Section 2.20, the term “applicable law” includes FATCA.

SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or any Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.15, (iii) any Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank pursuant to Section 2.20, (iv) any Lender refuses to consent to (x) any Loan Modification Offer or (y) any other amendment, waiver or other modification of any Loan Document requested by the Borrowers that, in the case of clause (y), requires the consent of a greater percentage of Lenders than the Required Lenders (or, in the case of an amendment, waiver or other modification described in clause (B) of the second proviso to Section 9.08(b), greater than a majority in interest of the affected Class of Lenders) and such Loan Modification Offer or other amendment, waiver or modification is consented to by the Required Lenders (or, in the case of a Loan Modification Offer or any amendment, waiver or modification described in clause (B) of the second proviso to Section 9.08(b), a majority in interest of the affected Class) (each such Lender, a “Non-Consenting Lender”) or (v) any Lender becomes a Defaulting Lender then, in each case, the Borrowers may, at their sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or such Issuing Bank, as the case may be, and the Administrative Agent, either (A) require such Lender or such Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) or (v) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification or in respect of which such Lender is a Defaulting Lender) to an Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment) or (B) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitments of such Lender or such Issuing Bank (or in the case of clause (iv) or (v) above, the

 

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Commitments of such Lender of the Class of Commitments that is the subject of the related consent, amendment, waiver or other modification or in respect of which such Lender is a Defaulting Lender), if applicable, and (1) in the case of a Lender (other than an Issuing Bank), repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an Issuing Bank, repay all obligations of the Borrowers owing to such Issuing Bank relating to the Loans and participations held by such Issuing Bank as of such termination date and cancel or backstop on terms satisfactory to such Issuing Bank any Letters of Credit issued by it; provided that (x) in the case of clause (A) above, such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) in the case of clause (A) above, the U.S. Borrowers or the European Borrowers, as applicable, shall have received the prior written consent of the Administrative Agent (and, if any Revolving Credit Commitment is being assigned, of each applicable Issuing Bank), which consents shall not be unreasonably withheld or delayed and (z) the U.S. Borrowers or the European Borrowers, as applicable, or such assignee shall have paid to the affected Lender or the affected Issuing Bank in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans or L/C Disbursements of the applicable Class of such Lender or such Issuing Bank, respectively, plus (except, in the case of a Defaulting Lender, any Fees not required to be paid to such Defaulting Lender pursuant to the express provisions of this Agreement) all Fees and other amounts accrued for the account of such Lender or such Issuing Bank hereunder with respect thereto (including any amounts under Sections 2.14 and 2.16); provided further that in the case of any such termination of Commitments with respect to a Non-Consenting Lender, such termination shall be sufficient (together with all other consenting Lenders (after giving effect to any other Commitments to be terminated, transferred or assigned under this Section 2.21)) to cause the adoption of the applicable consent, amendment, waiver or other modification of the Loan Documents; provided further that, if prior to any such transfer and assignment or termination, as the case may be, the circumstances or event that resulted in such Lender’s or such Issuing Bank’s claim for compensation under Section 2.14, notice under Section 2.15 or the amounts paid pursuant to Section 2.20, as the case may be, cease to cause such Lender or such Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such Lender or such Issuing Bank pursuant to paragraph (b) below), or if such Lender or such Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification or shall cease to be a Defaulting Lender, as the case may be, then such Lender or such Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder and the Borrowers shall not thereafter be permitted to so terminate the Commitment of such Lender or such Issuing Bank. Each Lender and each Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an

 

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interest) to execute and deliver, on behalf of such Lender or such Issuing Bank, as the case may be, as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s or such Issuing Bank’s interests hereunder in the circumstances contemplated by this Section 2.21(a).

(b) If (i) any Lender or any Issuing Bank shall request compensation under Section 2.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.15 or (iii) any Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank, pursuant to Section 2.20, then such Lender or such Issuing Bank shall use reasonable efforts (which shall not require such Lender or such Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrowers or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or Affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or any Issuing Bank in connection with any such filing or assignment, delegation and transfer.

SECTION 2.22. Letters of Credit and Bank Guarantees. (a) General. Any Borrower may request the issuance of a Letter of Credit for its own account or for the account of any Wholly Owned Subsidiary of Holdings (in which case the applicable Borrower and such Wholly Owned Subsidiary shall be co-applicants with respect to such Letter of Credit), in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time while the L/C Commitments of the applicable Class remain in effect as set forth in Section 2.09(a). Any U.S. Letter of Credit shall be denominated in Dollars, and any European Letter of Credit shall be denominated in a Designated Foreign Currency. This Section shall not be construed to impose any obligation upon any Issuing Bank to issue any Letter of Credit that is inconsistent with the terms and conditions of this Agreement. Notwithstanding anything to the contrary contained in this Section 2.22 or elsewhere in this Agreement, (i) in the event that (x) a Revolving Credit Lender of a Class is a Defaulting Lender and (y) the reallocation described in Section 2.22(l) cannot or can only be partially effected, no Issuing Bank shall be required to issue any Letter of Credit with respect to such Class unless such Issuing Bank has entered into arrangements reasonably satisfactory to it and the applicable Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of such Class by all such Defaulting Lenders that has not been reallocated as set forth in Section 2.22(l), including by cash collateralizing each such Defaulting Lender’s Pro Rata Percentage of the applicable L/C Exposure and (ii) Bank Guarantees shall only be available under the European Revolving Credit Commitments and shall be issued, renewed, extended or amended with such terms and provisions as are of the type, and subject to such conditions, as are, in each case, customary for bank guarantees issued by banks outside the United States.

 

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(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. In order to request the issuance of a Letter of Credit (or to amend, renew or extend an existing Letter of Credit), the applicable Borrower shall hand deliver or fax to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, the date of issuance, amendment, renewal or extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) below), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare such Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if, and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension (i) in the case of any U.S. Letter of Credit, (x) the U.S. L/C Exposure shall not exceed $100,000,000 and (y) the Aggregate U.S. Revolving Credit Exposure shall not exceed the Total U.S. Revolving Credit Commitment and (ii) in the case of any European Letter of Credit, (x) the European L/C Exposure shall not exceed €70,000,000 and (y) the Aggregate European Revolving Credit Exposure shall not exceed the Total European Revolving Credit Commitment.

(c) Expiration Date. Each Letter of Credit shall expire at the close of business on the earlier of the date one year after the date of the issuance of such Letter of Credit and the date that is five Business Days prior to the Revolving Credit Maturity Date, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the relevant Issuing Bank at the time of issuance or renewal thereof, unless such Letter of Credit expires by its terms on an earlier date; provided, however, that a Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Revolving Credit Maturity Date, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the relevant Issuing Bank at the time of issuance or renewal thereof) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days (or such longer period as may be specified in such Letter of Credit) prior to the then-applicable expiration date that such Letter of Credit will not be renewed.

(d) Participations. By the issuance of a U.S. Letter of Credit and without any further action on the part of the applicable Issuing Bank or the U.S. Revolving Credit Lenders, such Issuing Bank hereby grants to each U.S. Revolving Credit Lender, and each such U.S. Revolving Credit Lender hereby acquires from such Issuing Bank, a participation in such U.S. Letter of Credit, payable in Dollars, equal

 

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to its applicable Pro Rata Percentage of the aggregate amount available to be drawn under such U.S. Letter of Credit, effective upon the issuance of such U.S. Letter of Credit. By the issuance of a European Letter of Credit and without any further action on the part of the applicable Issuing Bank or the European Revolving Credit Lenders, such Issuing Bank hereby grants to each such European Revolving Credit Lender, and each European Revolving Credit Lender hereby acquires from such Issuing Bank, a participation in such European Letter of Credit, payable in Euro, equal to its applicable Pro Rata Percentage of the aggregate amount available to be drawn under such European Letter of Credit, effective upon the issuance of such European Letter of Credit. In consideration and in furtherance of the foregoing, each U.S. Revolving Credit Lender and European Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Pro Rata Percentage of each U.S. L/C Disbursement or European L/C Disbursement, as applicable, made by such Issuing Bank and not reimbursed by the applicable Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in Section 2.02(f). Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit of the applicable Class is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If any Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the applicable Borrower shall pay to the Administrative Agent an amount equal to such L/C Disbursement not later than the Business Day after such Borrower shall have received notice from such Issuing Bank that payment of such draft will be made.

(f) Obligations Absolute. Each Borrower’s obligation to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of:

(i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein;

(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document;

(iii) the existence of any claim, setoff, defense or other right that such Borrower, any other party guaranteeing, or otherwise obligated with, such Borrower, any Subsidiary or other Affiliate thereof or any other Person may at any time have against the beneficiary under any Letter of Credit, the applicable Issuing Bank, Administrative Agent or any Lender or any other Person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;

 

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(iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and

(vi) any other act or omission to act or delay of any kind of the applicable Issuing Bank, the Lenders, the Administrative Agent or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of such Borrower’s obligations hereunder.

Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrowers hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or willful misconduct of the applicable Issuing Bank. However, the foregoing shall not be construed to excuse such Issuing Bank from liability to any Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing Bank’s gross negligence or willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. It is further understood and agreed that the applicable Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit issued by such Issuing Bank (i) such Issuing Bank’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute gross negligence or willful misconduct of such Issuing Bank.

(g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall as promptly as possible give telephonic notification, confirmed by fax, to the

 

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Administrative Agent and the applicable Borrower of such demand for payment and whether such Issuing Bank has made or will make an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve such Borrower of its obligation to reimburse such Issuing Bank and the Revolving Credit Lenders with respect to any such L/C Disbursement.

(h) Interim Interest. If any Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit issued by such Issuing Bank, then, unless the applicable Borrower shall reimburse such L/C Disbursement in full on such date, the unpaid amount thereof shall bear interest for the account of such Issuing Bank, for each day from and including the date of such L/C Disbursement, to but excluding the earlier of the date of payment by such Borrower or the date on which interest shall commence to accrue thereon as provided in Section 2.02(f), at the rate per annum that would apply to such amount if such amount were a Daily Rate Revolving Loan.

(i) Resignation or Removal of an Issuing Bank. Any Issuing Bank may resign at any time by giving 30 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers, and may be removed at any time by the Borrowers by notice to such Issuing Bank, the Administrative Agent and the Lenders. Upon the acceptance of any appointment as an Issuing Bank hereunder by a Lender that shall agree to serve as a successor Issuing Bank, such successor shall succeed to and become vested with all the interests, rights and obligations of such retiring Issuing Bank. At the time such removal or resignation shall become effective, the Borrowers shall pay all accrued and unpaid fees pursuant to Section 2.05(c). The acceptance of any appointment as an Issuing Bank hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Borrowers and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of such previous Issuing Bank under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation or removal of an Issuing Bank hereunder (including pursuant to Section 2.21(a)), the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation or removal, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization. If any Event of Default shall occur and be continuing, the Borrowers shall on the Business Day they receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Credit Lenders holding participations in outstanding Letters of Credit representing greater than 50% of the aggregate undrawn amount of all outstanding Letters of Credit) thereof and of the amount to be deposited, deposit in an account with the Administrative Agent, for the benefit of the Revolving Credit

 

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Lenders, an amount in cash equal to the L/C Exposure as of such date; provided that the obligation to deposit such cash will become effective immediately, and such deposit will become immediately payable in immediately available funds, without demand or notice of any kind, upon the occurrence of an Event of Default described in Article VII(g) or Article VII(h). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Bank Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the applicable Issuing Bank for L/C Disbursements for which it has not been reimbursed, (ii) be held for the satisfaction of the reimbursement obligations of the Borrowers for the L/C Exposure at such time and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Credit Lenders holding participations in outstanding Letters of Credit representing greater than 50% of the aggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy the Bank Obligations. If any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower within three Business Days after all Events of Default have been cured or waived.

(k) Additional Issuing Banks. The Borrowers may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lender, designate one or more additional Lenders to act as an issuing bank under the terms of this Agreement, subject to reporting requirements reasonably satisfactory to the Administrative Agent with respect to issuances, amendments, extensions and terminations of Letters of Credit by such additional issuing bank. Any Lender designated as an issuing bank pursuant to this paragraph (k) shall be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to the other Issuing Bank and such Lender.

(l) Defaulting Lenders. If any Revolving Credit Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, such Defaulting Lender’s participation in Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective applicable Pro Rata Percentages (calculated without regard to such Defaulting Lender’s Commitments), but only to the extent that such reallocation does not cause (i) the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender that is a U.S. Revolving Credit Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Credit Commitment or (ii) the aggregate European Revolving Credit Exposure of any Non-Defaulting Lender that is a European Revolving Credit Lender to exceed such Non-Defaulting Lender’s European Revolving Credit Commitment.

 

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No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. If the reallocation described above cannot, or can only partially, be effected, the applicable Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, enter into arrangements reasonably satisfactory to the applicable Issuing Bank and the applicable Borrower to eliminate such Issuing Bank’s risk with respect to the participations in Letters of Credit by all Defaulting Lenders to the extent not so reallocated, including by cash collateralizing each such Defaulting Lender’s Pro Rata Percentage of the applicable L/C Exposures.

SECTION 2.23. Incremental Term Loans and Incremental Revolving Credit Commitments. (a) Any Borrower may, by written notice to the Administrative Agent, on one or more occasions during the term of this Agreement request Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, as applicable, in an aggregate amount not to exceed the Incremental Facility Amount in effect at such time from one or more Incremental Term Lenders and/or Incremental Revolving Credit Lenders, all of which must be Eligible Assignees. Such notice shall set forth (i) the identity of the Borrower or Borrowers to which the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments shall be extended, (ii) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments being requested (which shall be in a minimum increment equal to the Borrowing Multiple and a minimum amount of the Borrowing Minimum or equal to the remaining Incremental Amount), (iii) if the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments are to be provided in a Designated Foreign Currency, the applicable currency, (iv) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice unless otherwise agreed to by the Administrative Agent), (v) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional U.S. Term Loans of any Class, commitments to make additional European Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”), and (vi) in the case of Incremental Revolving Credit Commitments, whether such Incremental Revolving Credit Commitments are U.S. Revolving Credit Commitments, European Revolving Credit Commitments or commitments to make Revolving Loans on terms, to Borrowers or in currencies different from the U.S. Revolving Loans and the European Revolving Loans (“Other Revolving Loans”, and such commitments, “Other Revolving Credit Commitments”).

(b) The applicable Borrower or Borrowers may seek Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Incremental Term Lenders and/or Incremental Revolving Credit Lenders, as applicable, in connection therewith. The applicable Borrower or

 

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Borrowers and each Incremental Term Lender and/or Incremental Revolving Credit Lender, as applicable, shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment and/or the Incremental Revolving Credit Commitment of such Person. The terms and provisions of (x) the Incremental Term Loans shall be identical to those of the Term Loans of the applicable Class and (y) Incremental Revolving Credit Commitments shall be identical to those of the Revolving Credit Commitments of the applicable Class, in each case except as otherwise set forth herein or in the Incremental Assumption Agreement. Without the prior written consent of the Required Lenders, (i) the final maturity date of any Other Revolving Loans shall be no earlier than the Revolving Credit Maturity Date with respect to any Class of Revolving Loans, (ii) [Reserved], (iii) if the initial yield on such Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Other Term Loans (which shall be increased by the amount that any “LIBOR floor” applicable to such Other Term Loans on the date such Other Term Loans are made would exceed the Adjusted LIBO Rate (without giving effect to clause (a) in the definition thereof) that would be in effect for a three-month Interest Period commencing on such date) and (y) if such Other Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from Holdings or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (x) the average life to maturity of such Other Term Loans and (y) four) exceeds by more than 50 basis points the sum of (A) the margin then in effect for Eurocurrency Term Loans of any Class (which, with respect to the Term Loans of any such Class, shall be the sum of the Applicable Margin then in effect for such Eurocurrency Term Loans of such Class increased by the amount that any “LIBOR floor” applicable to such Eurocurrency Term Loans of such Class on the date such Other Term Loans are made would exceed the Adjusted LIBO Rate (without giving effect to clause (a) in the definition thereof) that would be in effect for a three-month Interest Period commencing on such date) plus (B) the amount of OID initially paid in respect of the Term Loans of such Class divided by the lesser of (x) the average life to maturity of the Term Loans of such Class as in effect at the time such Term Loans were made as determined by the Administrative Agent in its sole discretion and (y) four (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin (or, in the case of that portion, if any, of the Yield Differential resulting from the “LIBOR floor” applicable to such Other Term Loans being greater than that applicable to such Class of Eurocurrency Term Loans on the date such Other Term Loans are made, at the request of the Company and in the discretion of the Administrative Agent, the “LIBOR floor”) then in effect for each such affected Class of Term Loans shall automatically be increased by the Yield Differential (or relevant portion thereof), effective upon the making of the Other Term Loans, and (iv) the Applicable Margin with respect to any Incremental Revolving Loans shall be equal to the Applicable Margin for the existing Revolving Loans; provided that the

 

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Applicable Margin of the existing Revolving Loans may be increased to equal the Applicable Margin for such Incremental Revolving Loans to satisfy the requirements of this clause (iv). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Notwithstanding anything to the contrary herein, each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment and/or Incremental Revolving Credit Commitment and the Incremental Term Loans and/or Incremental Revolving Loans evidenced thereby, and the Administrative Agent and the Borrowers may revise this Agreement to evidence such amendments.

(c) Notwithstanding the foregoing, without the consent of the Required Lenders, no Incremental Term Loan Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the applicable Borrower or Borrowers, (ii) except as otherwise specified in the applicable Incremental Assumption Agreement, the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders and/or Incremental Revolving Credit Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02 of the Original Credit Agreement (or, if the proceeds of any Incremental Term Loan Commitment or Incremental Revolving Credit Commitment will be used to consummate a Permitted Acquisition, Section 4 of Amendment No. 6), (iii) the Administrative Agent shall have received from the applicable Borrower or Borrowers all fees and other amounts due and payable in respect of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by such Borrower or Borrowers hereunder or under any other Loan Document and (iv) Holdings shall be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment and/or Incremental Revolving Credit Commitment and the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date; provided that to the extent the proceeds of Loans made pursuant to any Incremental Term Loan Commitment or Incremental Revolving Credit Commitment will be used to consummate a Limited Condition Acquisition, notwithstanding anything to the contrary in Section 4.01, (x) to the extent agreed by the applicable Incremental Term Lenders and/or Incremental Revolving Credit Lenders, the representations and warranties referred to in Section 4.01(b) may be limited to representations and warranties consistent with the Specified Representations (as defined in Amendment No. 6) for purposes of clause (i) above, (y) the condition set forth in paragraph (c) of Section 4.01 shall only be required to be satisfied on the date on which definitive agreements with respect to such Limited Condition Acquisition are entered into and (z) Pro Forma Compliance shall be tested on the date on which such definitive agreements are entered into by

 

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assuming that such Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments are established, and the Loans thereunder made, on such date, the proceeds thereof are applied on such date and such Limited Condition Acquisition closes on such date.

(d) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the applicable Borrower or Borrowers, take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis and (ii) all Revolving Loans in respect of Incremental Revolving Credit Commitments (other than Other Revolving Loans), when originally made, are included in each Borrowing of outstanding Revolving Loans of the applicable Class on a pro rata basis. With respect to Incremental Term Loans, this may be accomplished by converting each outstanding Eurocurrency Term Borrowing into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurocurrency Term Borrowing of the applicable Class on a pro rata basis. With respect to Incremental Revolving Commitments, this may be accomplished by (i) requiring the outstanding Revolving Loans of the affected Class to be prepaid with the proceeds of a new Revolving Credit Borrowing of such Class, (ii) causing Lenders of the affected Class to assign portions of their outstanding Revolving Loans of such Class to Incremental Revolving Credit Lenders or (iii) any combination of the foregoing. Any conversion of Eurocurrency Loans to Daily Rate Loans contemplated in the preceding two sentences shall be subject to Section 2.16. If any Incremental Term Loan or Incremental Revolving Loan is to be allocated to an existing Interest Period for a Eurocurrency Term Borrowing or Eurocurrency Revolving Borrowing of a Class, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Assumption Agreement. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.11(a)(i) or (ii), as applicable, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans and shall be further increased for all Lenders of the applicable Class on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which such Lenders were entitled before such recalculation.

(e) For the avoidance of doubt, it is understood and agreed that, notwithstanding the foregoing provisions of this Section 2.23, (i) the Incremental Term Loan Commitments provided for in Amendment No. 7 shall become effective in accordance with Amendment No. 7 and (ii) no further amendments or modifications to the terms of the Credit Facilities are required after the Third Restatement Date by virtue of this Section 2.23 as a result of the effectiveness of Amendment No. 7 or the consummation of the transactions expressly contemplated thereby.

 

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ARTICLE III

Representations and Warranties

Each Loan Party, with respect to itself and its respective Subsidiaries, represents and warrants to each Administrative Agent, each Issuing Bank and each of the Lenders that:

SECTION 3.01. Organization; Powers. Each Loan Party and each Material Subsidiary (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted except where the failure to have the same could not reasonably be expected to have a Material Adverse Effect, (c) is qualified to do business in, and is in good standing (where the concept is relevant) in, every jurisdiction where such qualification is required, except where the failure so to qualify or be in good standing could not reasonably be expected to result in a Material Adverse Effect, and (d) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents, subject in the case of Amendment No. 7 to the limitations set forth in Schedule II to Amendment No. 7, and each other agreement or instrument contemplated thereby to which it is or will be a party and, in the case of each Borrower, to borrow hereunder. With respect to each Loan Party incorporated in the Grand Duchy of Luxembourg, its place of central administration (siège de l’administration centrale) and centre of main interests (centre des intérêts principaux) is located at its registered office (siège statutaire) in the Grand Duchy of Luxembourg, and it has no establishment outside the Grand Duchy of Luxembourg (each such terms as defined respectively in the Council Regulation (EC) n°1346/2000 of 29 May 2000 on insolvency proceedings or domestic Luxembourg law).

SECTION 3.02. Authorization. (a) Subject to the limitations set forth in Schedule II to Amendment No. 7, the Third Restatement Transactions and the transactions contemplated thereby (i) have been duly authorized by all requisite corporate, partnership and, if required, stockholder, works council and partner action and (ii) will not (A) (1) violate any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation, partnership agreements or other constitutive or governing documents or by-laws of Holdings or any Subsidiary, (2) violate in any material respect any order of any Governmental Authority or (3) violate in any material respect any provision of any indenture, agreement or other instrument to which Holdings or any Material Subsidiary is a party or by which any of them or any of their property is or may be bound, (B) result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any material obligation under any such indenture, agreement or other instrument or (C) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by Holdings or any Material Subsidiary (other than any Lien created hereunder or under the Security Documents).

 

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(b) Subject to the limitations set forth in Schedule II to Amendment No. 7, the execution, delivery and performance by the Loan Parties of Amendment No. 7 and the other Loan Documents entered into in connection with Amendment No. 7 (i) have been duly authorized by all requisite corporate, partnership and, if required, stockholder, works council and partner action and (ii) will not (A) violate any provision of law, statute, rule or regulation in any material respect, or of the certificate or articles of incorporation, partnership agreements or other constitutive or governing documents or by-laws of Holdings or any Subsidiary or (B) violate in any material respect any provision of the Subordinated Notes, the Senior Secured Notes or the Senior Unsecured Notes, in each case outstanding on the Second Restatement Date.

SECTION 3.03. Enforceability. This Agreement has been duly executed and delivered by each Loan Party and constitutes, subject to Legal Reservations and the limitations set forth in Schedule II to Amendment No. 7, and each other Loan Document when executed and delivered by each Loan Party thereto will constitute, subject to Legal Reservations and the limitations set forth in Schedule II to Amendment No. 7, a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms.

SECTION 3.04. Governmental Approvals. Except as set out in the legal opinions delivered in connection with Amendment No. 7, no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Third Restatement Transactions or the transactions contemplated thereby, except for (a) filings in connection with the Security Documents, (b) recordation of the Mortgages, (c) the filings or other actions listed on Schedule 3.04 and (d) such as have been made or obtained and are in full force and effect or where the failure to obtain which could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.05. Financial Statements. Holdings has heretofore furnished to the Lenders (i) its consolidated statements of comprehensive income, consolidated statements of financial position and related consolidated statements of changes in equity and cash flows as of and for the fiscal year ended December 31, 2011 audited by and accompanied by the opinion of PricewaterhouseCoopers, independent public accountants, and (ii) its interim unaudited consolidated statements of comprehensive income, interim unaudited consolidated statements of financial position and related interim unaudited consolidated statements of changes in equity and cash flows as of and for the three and six month period ended June 30, 2012, certified by its Financial Officer. Such financial statements present fairly in all material respects the financial condition and results of operations and cash flows of Holdings and its consolidated subsidiaries as of such dates and for such periods. Such statements of financial position and the notes thereto disclose all material liabilities, direct or contingent, of Holdings and its consolidated subsidiaries as of the dates thereof. Such financial statements were prepared in accordance with GAAP applied on a consistent basis, subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes.

 

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SECTION 3.06. No Material Adverse Change. No event, change or condition has occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, liabilities, operations, condition (financial or otherwise) or operating results of Holdings and the Subsidiaries, taken as a whole, since December 31, 2010.

SECTION 3.07. Title to Properties; Possession Under Leases. (a) Each Loan Party and its Subsidiaries has good and valid title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except, in each case, where the failure to have such good and valid title or such valid leasehold interests could not reasonably be expected to have a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02.

(b) Each Loan Party and its Subsidiaries has complied with all obligations under all material leases to which it is a party and all such leases are in full force and effect except, in each case, where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Loan Party and its Subsidiaries enjoys peaceful and undisturbed possession under all such material leases except, in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c) As of the Second Restatement Date, no Loan Party or any of its Subsidiaries has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation.

(d) As of the Second Restatement Date, no Loan Party or any of its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the Second Restatement Date a list of all Subsidiaries of Holdings and the ownership percentage of Holdings or any Subsidiary of Holdings therein, together with the identity of each such holder. The shares of capital stock or other ownership interests of such Subsidiaries are, as of the Second Restatement Date, except as set forth on such Schedule 3.08, fully paid and non-assessable and are owned by Holdings or a Subsidiary, directly or indirectly, free and clear of all Liens other than Liens arising under applicable laws or permitted under Section 6.02 (other than Liens created under the Security Documents and, with respect to the Existing Collateral, under the Subordinated Note Documents).

SECTION 3.09. Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, as of the Second Restatement Date there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of any Loan Party, threatened against or affecting any Loan Party or any of its Subsidiaries or any business, property or rights of any such Person (i) that

 

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involve any Loan Document or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(b) Since the Second Restatement Date, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

(c) No Loan Party or any of its Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning and building law, ordinance, code or approval, or permits, any Environmental Law and any Environmental Permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

(d) Certificates of occupancy (or the functional equivalent thereof) and permits are in effect for each Mortgaged Property as currently constructed or the improvements located on each such Mortgaged Property or the use thereof constitutes legal non-conforming structures or uses except, in each case, where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10. Agreements. (a) No Loan Party or any of its Subsidiaries is a party to any agreement or instrument or subject to any corporate restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(b) No Loan Party or any of its Subsidiaries is in default in any manner under any provision of any material indenture or other material agreement or instrument evidencing Indebtedness owed to a third party, or any other material agreement or instrument to which it is a party or by which it or any of its properties or assets are or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11. Federal Reserve Regulations. (a) No Loan Party or any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

(b) No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation T, U or X.

 

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SECTION 3.12. Investment Company Act. No Loan Party is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.13. Use of Proceeds. The Borrowers will use the proceeds of the Loans (other than Incremental Term Loans, which will be used as provided for in the applicable Incremental Assumption Agreement) and will request the issuance of Letters of Credit only for the purposes specified in the introductory statement to this Agreement. The Loans have not and shall not be used with a view to (a) the subscription or acquisition of any shares in the share capital or depositary receipts thereof in a company organized in The Netherlands or (b) repay any Indebtedness which was used for the purposes of acquiring shares in the share capital or depositary receipts thereof in The Netherlands.

SECTION 3.14. Taxes. Each Loan Party and each of its Subsidiaries has filed or caused to be filed all material federal, state, local and foreign Tax Returns required to have been filed by it and has paid or caused to be paid all material Taxes due and payable by it and all material assessments received by it, except Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or Subsidiary, as applicable, shall have set aside on its books adequate reserves.

SECTION 3.15. No Material Misstatements. None of (a) the Confidential Information Memorandum (together with the risk factors incorporated by reference therein) or (b) any other written information, report, exhibit or schedule (excluding the projections, forecasts, other forward-looking information and financial information referred to below) furnished by or on behalf of Holdings or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, when taken as a whole (and in the case of information relating to Graham Packaging Company Inc. and its subsidiaries contained in the Confidential Information Memorandum, to the best knowledge of Holdings), contained, contains or will contain as of the date the same was or is furnished any material misstatement of fact or, in the case of the Confidential Information Memorandum, omitted to state as of the date it was furnished any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of Holdings to be reasonable at the time made, in light of the circumstances under which they were made, it being recognized by the Agents and the Lenders that such projections, forecasts, other forward-looking information and financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.

 

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SECTION 3.16. Employee Benefit Plans. (a) Each Loan Party, each Material Subsidiary and each ERISA Affiliate is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder except to the extent that the liability which could reasonably be expected to result from any failure to comply with such provisions, regulations or interpretations could not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in material liability of any Loan Party, any Material Subsidiary or any ERISA Affiliates, except to the extent that such liability could not reasonably be expected to have a Material Adverse Effect. The present value of all benefit liabilities under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards Nos. 87 and 158, as amended or revised from time to time) did not, as of the last annual valuation date applicable thereto, exceed the fair market value of the assets of such Plan, and the present value of all benefit liabilities of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards Nos. 87 and 158, as amended or revised from time to time) did not, as of the last annual valuation dates applicable thereto, exceed the fair market value of the assets of all such underfunded Plans except in each such case where such underfunding could not reasonably be expected to have a Material Adverse Effect.

(b) Each Foreign Pension Plan is in compliance in all material respects with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan except to the extent that the liability which could reasonably be expected to result from any failure to comply with such requirements could not reasonably be expected to result in a Material Adverse Effect. With respect to each Foreign Pension Plan, no Loan Party, its Affiliates or, to the knowledge of any Loan Party, any of their respective directors, officers, employees or agents has engaged in a transaction which would subject any Loan Party or any Subsidiary thereof, directly or indirectly, to a tax or civil penalty which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. With respect to each Foreign Pension Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable law and prudent business practice or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Pension Plan is maintained. The aggregate unfunded liabilities with respect to such Foreign Pension Plans could not reasonably be expected to result in a Material Adverse Effect; the present value of the aggregate accumulated benefit liabilities of all such Foreign Pension Plans (based on those assumptions used to fund each such Foreign Pension Plan) did not, as of the last annual valuation date applicable thereto, exceed the fair market value of the assets of all such Foreign Pension Plans except in such case where the underfunding could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.17. Environmental Matters. (a) Except as set forth in Schedule 3.17 and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, as of the Second Restatement Date no Loan Party or any Subsidiary thereof (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Environmental Permits, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any reasonable basis for any Environmental Liability.

 

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(b) Since the Second Restatement Date, there has been no change in the status of the matters disclosed on Schedule 3.17 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

SECTION 3.18. Insurance. Schedule 3.18 sets forth a true, complete and correct description of all insurance maintained by or on behalf of each Loan Party or any Material Subsidiary thereof as of the Second Restatement Date that is material to Holdings and the Material Subsidiaries taken as a whole. As of the Second Restatement Date, such insurance is in full force and effect and all premiums that, as of the Second Restatement Date, are required to be paid have been duly paid. Each Loan Party and each Material Subsidiary has insurance in such amounts and covering such risks and liabilities as are in accordance with normal industry practice.

SECTION 3.19. Security Documents. (a) Subject to the Legal Reservations, the U.S. Collateral Agreement creates in favor of a Collateral Agent, for the ratable benefit of the Bank Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the U.S. Collateral Agreement) and the proceeds thereof and (i) with respect to all Pledged Collateral (as defined in the U.S. Collateral Agreement) previously delivered to and in the continuing possession of a Collateral Agent, the Lien created under the U.S. Collateral Agreement constitutes, or in the case of Pledged Collateral to be delivered to, and remain in the continuing possession of, a Collateral Agent in the future, the Lien created under the U.S. Collateral Agreement will constitute, a fully perfected first priority Lien (subject to the rights of Persons pursuant to Liens expressly permitted by Section 6.02) on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person, and (ii) with respect to all other Collateral (as defined in the U.S. Collateral Agreement) (other than Intellectual Property, as defined in the U.S. Collateral Agreement) with the previous filing of financing statements in the offices specified on Schedule 3.19(a), or when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), or other appropriate instruments are filed or other actions taken, all as described in Schedule 3.19(a), the Lien created under the U.S. Collateral Agreement constitutes or will constitute, as the case may be, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, in each case prior and superior in right to any other Person, in each case other than with respect to Liens expressly permitted by Section 6.02.

(b) The U.S. Collateral Agreement, together with the filings made pursuant to the U.S. Collateral Agreement currently on file with the United States Patent and Trademark Office and the United States Copyright Office and the financing statements currently on file in the offices specified on Schedule 3.19(a) have created, as and to the extent provided in the U.S. Collateral Agreement, a Lien that is fully perfected on all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the U.S. Collateral Agreement) in which a security interest

 

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may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person other than with respect to Liens expressly permitted by Section 6.02. Notwithstanding the foregoing, it is understood that recordings in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, may be necessary to perfect a Lien on any U.S. patents, U.S. patent applications, U.S. registered trademarks, U.S. trademark applications, and U.S. registered copyrights of any Loan Party that were acquired after the Closing Date (such intellectual property, collectively the “Post-Closing IP”). Upon the making of such recordings, together with the financing statements currently on file in the offices specified on Schedule 3.19(a), the Lien created under the U.S. Collateral Agreement shall constitute, as and to the extent provided in the U.S. Collateral Agreement, a fully perfected Lien on all right, title and interest of the Loan Parties in the Post-Closing IP, in each case prior and superior in right to any other Person other than with respect to Liens expressly permitted by Section 6.02.

(c) Subject to the Legal Reservations and to the limitations set forth in Schedule II to Amendment No. 7 and except as set forth on Schedule 3.19(c), each Mortgage is effective to create in favor of the applicable Collateral Agent, for the ratable benefit of the Bank Secured Parties, a valid and enforceable Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed and/or recorded in the appropriate filing office, such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the applicable Loan Party in such Mortgaged Property and the proceeds thereof, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

(d) Subject to the Legal Reservations, the limitations set forth in Schedule II to Amendment No. 7 or the Agreed Security Principles and except as set forth in Schedule 3.19(d) or the applicable legal opinion, (i) each Foreign Collateral Agreement creates in favor of the applicable Collateral Agent, for the benefit of the Bank Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof to the extent permissible under applicable law, and (ii) in the case of the Pledged Collateral described in a Foreign Collateral Agreement, when actions are taken (or were taken) as required in the relevant Foreign Collateral Agreement, the applicable Collateral Agent (for the benefit of the Bank Secured Parties) shall have (or, in the case of actions taken prior to the Second Restatement Date, has) a Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Pledged Collateral and the proceeds thereto, and such Lien shall be a first priority Lien, subject to Liens permitted by Section 6.02, and shall, to the extent applicable in the relevant jurisdiction, be perfected.

SECTION 3.20. Location of Real Property and Leased Premises. Schedule 3.20 lists completely and correctly as of the Second Restatement Date all material real property owned by Holdings and the Material Subsidiaries and the addresses thereof. Holdings and the Material Subsidiaries, as of the Second Restatement Date, own in fee all the material real property set forth on Schedule 3.20.

 

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SECTION 3.21. Labor Matters. As of the Second Restatement Date, there are no material strikes, lockouts or slowdowns against any Loan Party or any Material Subsidiary, to the knowledge of Holdings or any Borrower, threatened. The hours worked by and payments made to employees of each Loan Party and the Subsidiaries thereof have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters in any material respects. All material payments due from any Loan Party or any Material Subsidiary, or for which any claim may be made against any Loan Party or Material Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Loan Party or Material Subsidiary. The consummation of the Third Restatement Transactions and the transactions contemplated thereby will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or Material Subsidiary is bound to the extent the same could reasonably be expected to have a Material Adverse Effect.

SECTION 3.22. Solvency. Immediately after the consummation of the Third Restatement Transactions to occur on the Third Restatement Date and the issuance of the September 2012 Senior Secured Notes and the application of the proceeds therefrom on the Third Restatement Date, (i) the fair value of the assets of the Loan Parties (on a consolidated basis), at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Loan Parties (on a consolidated basis) will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Loan Parties (on a consolidated basis) will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Loan Parties (on a consolidated basis) will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Third Restatement Date.

SECTION 3.23. Senior Indebtedness. The Obligations constitute “Senior Indebtedness” and “Designated Senior Debt” under and as defined in the Subordinated Note Documents and “Senior Liabilities” under and as defined in the Existing Intercreditor Agreement.

SECTION 3.24. Sanctioned Persons. No Loan Party or subsidiary thereof nor, to the knowledge of any Loan Party, any director, officer, agent, employee or Affiliate of any Loan Party or subsidiary thereof is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or sanctions under other similar applicable laws of other jurisdictions in which it conducts business with the result that any Lender would be in violation of applicable law; and no Borrower will knowingly directly or indirectly use the proceeds of the Loans

 

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or the Letters of Credit or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC or sanctions under other similar applicable laws of other jurisdictions in which it conducts business with the result that any Lender would be in violation of applicable law.

SECTION 3.25. Austrian Business Reorganization. With respect to each Austrian Borrower, the preconditions for the opening of an Austrian Business Reorganisation as set out under the Austrian Business Reorganisation Act (Unternehmensreorganisationsgesetz) are not met.

ARTICLE IV

Conditions of Lending

The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder are subject to the satisfaction of the following conditions:

SECTION 4.01. All Credit Events. On the date of each Borrowing (other than (i) a conversion or a continuation of a Borrowing or (ii) as set forth in Section 2.23(c) with respect to Incremental Term Loans and Incremental Revolving Credit Commitments) and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”):

(a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.22(b).

(b) The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

(c) At the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing.

Each Credit Event shall be deemed to constitute a representation and warranty by the Borrowers and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

 

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ARTICLE V

Affirmative Covenants

Each of Holdings and the Borrowers covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts (other than indemnification and other contingent obligations for which no claim has been made) payable under any Loan Document shall have been paid in full and all Letters of Credit have been canceled or have expired (unless cash collateralized or backstopped in a manner reasonably satisfactory to the Administrative Agent) and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, each of Holdings and the Borrowers will, and will cause the Material Subsidiaries to:

SECTION 5.01. Existence; Compliance with Laws; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.

(b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations (including any unconditional works council authorizations), patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted; and at all times maintain and preserve all property and assets material to the conduct of such business and keep such property and assets in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times.

SECTION 5.02. Insurance. (a) Keep its insurable properties adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same or similar locations, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it, as is customary with companies in the same or similar businesses operating in the same or similar locations; and maintain such other insurance as may be required by law.

(b) Cause all such policies covering any Collateral material to Holdings and the Subsidiaries taken as a whole (to the extent it is a property policy) to be endorsed or otherwise amended to include a customary lender’s loss payable endorsement, in form and substance satisfactory to the Administrative Agent, which endorsement

 

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shall provide that, from and after the Closing Date, if the insurance carrier shall have received written notice from the Administrative Agent or a Collateral Agent of the occurrence of an Event of Default, the insurance carrier shall pay all proceeds otherwise payable to any Borrower or the Loan Parties under such policies directly to such Collateral Agent; and cause each such policy to provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment of premium without at least 10 days’ prior written notice thereof by the insurer to the Administrative Agent (giving the Administrative Agent and such Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason without at least 30 days’ prior written notice thereof by the insurer to the Administrative Agent.

(c) If at any time the area in which the Premises (as defined in the Mortgages) are located is designated (i) a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance in such total amount as is customary with companies in the same or similar businesses operating in the same or similar locations, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time, or (ii) a “Zone 1” area, obtain earthquake insurance in such total amount as is customary with companies in the same or similar businesses operating in the same or similar locations.

(d) With respect to any Mortgaged Property, carry and maintain comprehensive general liability insurance including the “broad form CGL endorsement” and coverage on an occurrence basis against claims made for personal injury (including bodily injury, death and property damage) and umbrella liability insurance against claims that are customarily insured under such insurance, in no event for a combined single limit of less than that which is customary for companies in the same or similar businesses operating in the same or similar locations, naming the applicable Collateral Agent as an additional insured, on forms satisfactory to the Administrative Agent.

SECTION 5.03. Taxes. Pay and discharge promptly when due all material Taxes, assessments and governmental charges or levies imposed upon or payable by it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default; provided, however, that such payment and discharge shall not be required with respect to any such Tax, assessment, charge or levy, so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and Holdings, the applicable Borrower or the applicable Subsidiary shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such contest operates to suspend collection of the contested obligation, Tax, assessment or charge or enforcement of a Lien.

SECTION 5.04. Financial Statements, Reports, etc. In the case of Holdings, furnish to the Administrative Agent, which shall furnish to each Lender:

 

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(a) within 90 days after the end of each fiscal year, its consolidated statements of comprehensive income, consolidated statements of financial position and related consolidated statements of changes in equity and cash flows showing the financial condition of Holdings and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of Holdings and such subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by PricewaterhouseCoopers or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” explanatory note or any similar qualification or exception and without any qualification or exception as to the scope of such audit (other than any such explanatory note or exception that is expressed solely with respect to, or resulting solely from, (i) a maturity date in respect of any Term Loans or Revolving Credit Commitments or Revolving Loans that is scheduled to occur within one year from the date of delivery of such opinion or (ii) any inability or potential inability to satisfy the covenant set forth in Section 6.12 of this Agreement on a future date or in a future period)) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” section;

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated statements of comprehensive income, consolidated statements of financial position and related consolidated statements of changes in equity and cash flows showing the financial condition of Holdings and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of Holdings and such subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by its Financial Officer as fairly presenting in all material respects the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the lack of notes thereto, together with a customary “management discussion and analysis” section;

(c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of its Financial Officer in the form of Exhibit K (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent (which shall include a reasonably detailed calculation of Consolidated EBITDA for the relevant period) demonstrating compliance with the covenant contained in Section 6.12 and (iii) setting forth computations of the Total Leverage Ratio as of the last day of the relevant period in reasonable detail satisfactory to the Administrative Agent;

 

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(d) within 90 days after the beginning of each fiscal year of Holdings, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget;

(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders or equityholders, as the case may be;

(f) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;

(g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent (on its own behalf or on behalf of any Lender acting through the Administrative Agent) may reasonably request;

(h) provide all information reasonably requested by the Administrative Agent on behalf of any Lender required in order to manage such Lender’s anti-money laundering, counter-terrorism financing or economic and trade sanctions risk or to comply with any laws or regulations; and

(i) upon or reasonably promptly after each designation of a Subsidiary as an “Unrestricted Subsidiary” and each Subsidiary Redesignation, in each case in accordance with the terms of this Agreement, provide written notice of such designation or Subsidiary Redesignation, as applicable, to the Administrative Agent (who shall promptly notify the Lenders).

SECTION 5.05. Litigation and Other Notices. Furnish to the Administrative Agent, each Issuing Bank and each Lender prompt written notice of the following:

(a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against Holdings or any Subsidiary that could reasonably be expected to result in a Material Adverse Effect;

 

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(c) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and

(d) any change in Holdings’ public corporate rating by S&P, in Holdings’ public corporate family rating by Moody’s or in the public ratings of the Credit Facilities by S&P or Moody’s, or any notice from either such agency indicating its intent to effect such a change or to place Holdings or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating Holdings or the Credit Facilities.

SECTION 5.06. Information Regarding Collateral. (a) Furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or (ii) in the jurisdiction of organization or formation of any Loan Party. Holdings and the Borrowers agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made or will be made promptly under the Uniform Commercial Code or otherwise that are required in order for the applicable Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Holdings and the Borrowers also agree promptly to notify the Administrative Agent if any portion of the Collateral that is material to Holdings and the Subsidiaries taken as a whole is damaged or destroyed.

(b) In the case of Holdings, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a), deliver to the Administrative Agent a certificate of a Financial Officer setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.06.

SECTION 5.07. Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, are made of all material dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its Material Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such Person upon reasonable notice and at reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent, (ii) such visits shall be limited to no more than one such visit per calendar year, and (iii) such visits by any Lender shall be at the Lender’s expense, except in the case of clauses (ii) and (iii) during the continuance of an Event of Default), and permit any representatives designated by the Administrative Agent or any Lender to have reasonable discussions regarding the affairs, finances and condition of such Person with the officers thereof (provided that such discussions shall be limited to no more than once per calendar quarter except during the continuance of an Event of Default).

 

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(b) In the case of Holdings and the Borrowers, use commercially reasonable efforts to cause the Credit Facilities to be continuously rated publicly by S&P and Moody’s, and in the case of Holdings, use commercially reasonable efforts to maintain a public corporate rating from S&P and a public corporate family rating from Moody’s, in each case in respect of Holdings.

SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans and request the issuance of Letters of Credit only for the purposes specified in the introductory statement to this Agreement or, in the case of Incremental Term Loans and Incremental Revolving Loans, in the applicable Incremental Assumption Agreement. The Loans shall not be used with a view to (a) the subscription or acquisition of any shares in the share capital or depositary receipts thereof in a company organized in The Netherlands or (b) repay any Indebtedness which was used for the purposes of acquiring shares in the share capital or depositary receipts thereof in The Netherlands.

SECTION 5.09. Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and the laws applicable to any Foreign Pension Plan except where the failure to comply could not reasonably be expected to result in a Material Adverse Effect and (b) furnish to the Administrative Agent as soon as possible after, and in any event within ten days after any responsible officer of Holdings or any Borrower knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of Holdings, any Borrower or any ERISA Affiliate in an aggregate amount exceeding $75,000,000, a statement of a Financial Officer of Holdings or such Borrower setting forth details as to such ERISA Event and the action, if any, that Holdings or such Borrower proposes to take with respect thereto.

SECTION 5.10. Compliance with Environmental Laws. Comply, and cause all lessees and other Persons occupying or operating its properties to comply with all Environmental Laws applicable to its operations and properties; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any response or remedial action in accordance with Environmental Laws except in each case where the failure to comply or so act could not reasonably be expected to result in a Material Adverse Effect; provided, however, that none of Holdings or any Material Subsidiary shall be required to undertake any response or remedial action required by Environmental Laws to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP, except to the extent such response or remedial action is necessary to prevent or abate an imminent and substantial danger to human health and/or the environment.

SECTION 5.11. Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.10 shall have occurred and be continuing for more than 30 days without Holdings or any Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, the Loan Parties shall provide to the Lenders within 45 days after such request, at the expense of the Loan Parties, an environmental site

 

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assessment report regarding the matters which are the subject of such Default prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating, to the extent relevant, the presence or absence of Hazardous Materials and the estimated cost of any compliance with, or response or remedial action under, Environmental Law in connection with such Default.

SECTION 5.12. Further Assurances. (a) Execute any and all further documents, financing statements, agreements, assignments, transfers, charges, notices and instruments, and take all further action (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under the Agreed Security Principles, or that the Required Lenders or the Administrative Agent may reasonably request (and in such form as any Collateral Agent may reasonably require in respect of such Collateral Agent or its nominee(s)) in accordance with the Agreed Security Principles, in order to effectuate the transactions contemplated by the Loan Documents and (to the extent applicable and required) in order to (i) grant, preserve, protect and perfect the validity and first priority (subject to the rights of Persons pursuant to Liens expressly permitted by Section 6.02) of the security interests created or intended to be created by the Security Documents in accordance with the Agreed Security Principles and (ii) facilitate the realization of the assets which are, or are intended to be, the subject of such security interests. Subject to the Agreed Security Principles, Holdings, each Borrower and each other Loan Party will cause any subsequently acquired or organized Subsidiary of such Person and any Unrestricted Subsidiary that becomes a Subsidiary of such Person pursuant to a Subsidiary Redesignation (in each case other than an Excluded Subsidiary, for so long as such Subsidiary is permitted to remain an Excluded Subsidiary hereunder) to become a Loan Party by executing a Guarantor Joinder and each applicable Loan Document in favor of the Collateral Agents, in each case within a reasonable period of time after such acquisition, organization, Subsidiary Redesignation, or ceasing to be an Excluded Subsidiary. In addition, from time to time and subject to the Agreed Security Principles, Holdings, each Borrower and each other Loan Party will, at its cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected (to the extent required under the Agreed Security Principles) first priority (subject to the rights of Persons pursuant to Liens expressly permitted by Section 6.02) security interests with respect to such of its assets and properties as the Administrative Agent or the Required Lenders shall designate. Such security interests and Liens will be created under the Loan Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent and applicable Collateral Agent, and Holdings, the Borrowers and the other Loan Parties shall deliver or cause to be delivered to the Lenders all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request in accordance with the Agreed Security Principles to evidence compliance with this Section. Subject to the Agreed Security Principles, each of Holdings, the Borrowers and the other Loan Parties agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection (where applicable) and priority status of each such security interest and Lien. In furtherance of the foregoing, Holdings and the Borrowers will give prompt notice to the Administrative Agent of the acquisition by any of them or any of their respective Subsidiaries of any owned real property (or any interest in owned real property) having a value in excess of $20,000,000.

 

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(b) If, at any time and from time to time on or after the Second Restatement Date, subsidiaries that are not Loan Parties because they are Excluded Subsidiaries (i) had gross assets (excluding intra group items but including, without duplication, investments in Subsidiaries) in excess of 33 1/3% of the Consolidated Total Assets as of, in each case, the last day of the fiscal quarter of Holdings most recently ended for which financial statements are available or (ii) had earnings before interest, tax, depreciation and amortization calculated on the same basis as Consolidated EBITDA in excess of 33 1/3% of the Consolidated EBITDA for, in each case, the period of four consecutive fiscal quarters of Holdings most recently ended for which financial statements are available, then Holdings shall, not later than 45 days after the date by which financial statements for such quarter are required to be delivered pursuant to this Agreement (or such later date as the Administrative Agent may agree), cause one or more of such subsidiaries that are not Loan Parties to become additional Loan Parties (notwithstanding that such subsidiaries are, individually, Excluded Subsidiaries and notwithstanding anything to the contrary in the Agreed Security Principles) such that the foregoing condition ceases to be true.

SECTION 5.13. Post-Closing Obligations. Schedule III to Amendment No. 7 sets forth certain matters to be effected following the Third Restatement Date.

SECTION 5.14. [Reserved].

SECTION 5.15. [Reserved].

SECTION 5.16. Thai Approval. (a) Prior to any Subsidiary incorporated or otherwise organized in Thailand that is not a Loan Party (a “Thai Subsidiary”) becoming a Guarantor pursuant to the terms of this Agreement, and subject to the Agreed Security Principles, each of Holdings and the Borrowers will cause the relevant Thai Subsidiary to (i) apply to the Bank of Thailand for in-principle approval for the remittance of any foreign currency sum from Thailand to the Bank Secured Parties pursuant to the obligation of payment under Article X, and further, to use commercially reasonable efforts to obtain such Bank of Thailand approval and provide evidence that such application has been submitted to the Bank of Thailand seeking its in-principle approval for such remittance to the Bank Secured Parties and (ii) following receipt of the Bank of Thailand in-principle approval, apply for a permit under the Alien Business Act of Thailand B.E. 2542 from the Director-General of the Department of Business Development, Ministry of Commerce of Thailand (the “Requisite Thai Business Permit”) permitting the Thai Subsidiary to provide a guarantee of the Bank Obligations under this Agreement; provided that no Thai Subsidiary will be required to accede to this Agreement in order to become a Guarantor until such time as the Bank of Thailand in-principle approval and the Requisite Thai Business Permit have been received by such Thai Subsidiary.

 

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(b) Each Guarantor incorporated or otherwise organized in Thailand (each a “Thai Guarantor”) shall: (A) in respect of each Bank of Thailand in-principle approval received by such Thai Guarantor, (i) when it is required to remit the foreign currency sum pursuant to its obligations of payment under Article X, comply with the Bank of Thailand’s requirements set out in such in-principle approval for obtaining the final approval of the Bank of Thailand for the remittance of such sum (to the full amount of its guarantee obligations), within the time limits specified by the Bank of Thailand (if any); (ii) if such in-principle approval has an expiry date, apply for the renewal or extension of such approval prior to the expiry date of such approval, so long as any of the obligations under the Loan Documents are outstanding; and (iii) comply with the conditions set out in final approval (if any) to allow such Thai Guarantor to remit the approved foreign currency sum (to the fullest extent) for the payment under Article X and (B) in respect of the Requisite Thai Business Permit, the existing permit which has been obtained by the Existing Thai Guarantor (as defined in Section 4 of Schedule 10.03) or any other permit received by such Thai Guarantor and issued by the Director-General of the Department of Business Development, Ministry of Commerce of Thailand under the Alien Business Act of Thailand B.E. 2542 (as relevant) (collectively referred to as the “Thai Business Permits”), comply with all and any conditions, limitations, restrictions or other requirements set out in the terms of each of the applicable Thai Business Permits.

SECTION 5.17. German Domination Agreements. Each Loan Party organized in Germany (a “German Loan Party”) and each other Loan Party that is party to a Domination Agreement shall (a) to the extent not prohibited by applicable law, comply with such Domination Agreement and do all that is necessary to maintain the Domination Agreements in full force and effect, provided that, (i) with respect to any Domination Agreements other than any Domination Agreements with SIG Euro Holding AG & Co KGaA as dominated entity (beherrschtes Unternehmen), such Domination Agreement may be terminated (x) in connection with a transaction permitted by Section 6.05 of this Agreement involving a German Loan Party that is a dominated entity (beherrschtes Unternehmen) under a Domination Agreement that leads to such German Loan Party ceasing to be a Loan Party, or (y) if a replacement domination agreement reasonably acceptable to the Administrative Agent will be executed and filed for registration concurrently with the termination thereof or (z) as otherwise permitted by the Administrative Agent, and (ii) with respect to any Domination Agreement with SIG Euro Holding AG & Co KGaA as dominated entity (beherrschtes Unternehmen), such Domination Agreement may be terminated (x) to the extent SIG Euro Holding AG & Co KGaA has changed its corporate legal form into that of a German limited liability company (Gesellschaft mit beschränkter Haftung) or limited partnership pursuant (Kommanditgesellschaft), if a replacement domination agreement reasonably acceptable to the Administrative Agent will be executed and filed for registration concurrently with the termination thereof provided, or (y) as otherwise permitted by the Administrative Agent; and (b) provide the Administrative Agent with at least ten days, but in the case of any Domination Agreement with SIG Euro Holding AG & Co KGaA as dominated entity (beherrschtes Unternehmen) at least six weeks, prior written notice of any intention to cancel any Domination Agreement, unless such cancellation is permitted under clause (a) of this Section 5.17.

 

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ARTICLE VI

Negative Covenants

Each of Holdings and (other than with respect to Section 6.15) the Borrowers covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts (other than indemnification and contingent obligations for which no claim has been made) payable under any Loan Document have been paid in full and all Letters of Credit have been cancelled or have expired (unless cash collateralized or backstopped in a manner reasonably satisfactory to the Administrative Agent) and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, none of Holdings or any Borrower will, and each will cause the Material Subsidiaries not to:

SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except:

(a) Indebtedness existing on the Second Restatement Date and set forth in Schedule 6.01;

(b) Indebtedness created hereunder and under the other Loan Documents;

(c) intercompany Indebtedness of Holdings and the Subsidiaries to the extent permitted by Section 6.04(c) so long as, at all times after the date that is 90 days after the Closing Date (or such later date as the Administrative Agent may permit), any such Indebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party that is in excess of $35,000,000 is subordinated in right of payment to the Bank Obligations pursuant to an Affiliate Subordination Agreement (or in another manner acceptable to the Administrative Agent);

(d) Indebtedness of Holdings or any Subsidiary incurred to finance the acquisition, construction or improvement of any property (real or personal); provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $400,000,000 at any time outstanding (or, if greater at the time of incurrence thereof, 2.0% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings));

 

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(e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), shall not exceed $400,000,000 at any time outstanding (or, if greater at the time of incurrence thereof, 2.0% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings));

(f) Indebtedness assumed in connection with the acquisition of any property (real or personal) or secured by a Lien on any such property prior to the acquisition thereof, in each case in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d) and Capital Lease Obligations under Section 6.01(e), shall not exceed $400,000,000 at any time outstanding (or, if greater at the time of incurrence thereof, 2.0% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings));

(g) Indebtedness under performance bonds, bid and appeal bonds and completion guarantees or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business;

(h) Indebtedness incurred under any local working capital facilities in an aggregate principal amount not to exceed €300,000,000 at any time outstanding, provided that the aggregate principal amount of Indebtedness incurred under the Local Facilities shall not exceed €200,000,000 at any time outstanding;

(i) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Default or Event of Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(i) shall not exceed $300,000,000 at any time outstanding (or, if greater, the maximum principal amount that, at the time of the incurrence thereof and after giving effect thereto, would not cause the Senior Secured First Lien Leverage Ratio to exceed 3.5 to 1.0);

(j) Indebtedness in respect of Hedging Agreements incurred in the ordinary course of business and consistent with prudent business practices;

(k) (i) The Senior Secured Notes described in clauses (a), (b), (c), (d) and (e) of the definition thereof, (ii) the Senior Unsecured Notes described in clauses (a), (b), (c), (d) and (e) of the definition thereof and (iii) the Subordinated Notes;

(l) Senior Secured Notes; provided that at the time of such incurrence and after giving effect thereto, (i) the Senior Secured First Lien Leverage Ratio would not exceed 3.5 to 1.0 and (ii) both before and after giving effect to such incurrence, no Default or Event of Default shall have occurred and be continuing;

 

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(m) Senior Secured Notes and Senior Unsecured Notes; provided that at the time of such incurrence and after giving effect thereto, (i) such Indebtedness (whether or not in the form of Senior Secured Notes) complies with proviso (i) to clause (f) of the definition of the term “Senior Secured Notes”, (ii) at the time of issuance the principal amount of such Indebtedness does not exceed the Incremental Facility Amount, (iii) Holdings shall be in Pro Forma Compliance and (iv) both before and after giving effect to such incurrence, no Default or Event of Default shall have occurred and be continuing;

(n) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures so long as the aggregate principal amount incurred pursuant to this paragraph (n) after the Second Restatement Date, when combined with the aggregate outstanding amounts invested, loaned or advanced pursuant to Section 6.04(j) after the Second Restatement Date, does not exceed $350,000,000 at any time outstanding (or, if greater at the time of incurrence thereof, 1.5% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings));

(o) Guarantees by Holdings of Indebtedness of any Subsidiary and by any Subsidiary (other than BP II) of any Indebtedness of Holdings or any other Subsidiary; provided that (i) Guarantees of any Indebtedness by any Loan Party of any Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (ii) Guarantees of Indebtedness by any Subsidiary that is not a Loan Party shall only be permitted if the borrower of such Indebtedness is organized in the same jurisdiction as such Subsidiary providing such Guarantee;

(p) (i) Cash Management Obligations with respect to Cash Management Services not to exceed $300,000,000 at any time outstanding (it being understood that any Indebtedness outstanding under intra-day settlement accounts at the end of the day shall be treated as an incurrence of Indebtedness for purposes of, and be subject to the restrictions contained in, this Section 6.01) and (ii) obligations with respect to Cash Management Services entered into in the ordinary course of business;

(q) Indebtedness of Holdings or the Subsidiaries consisting of obligations (including guarantees thereof) to repurchase equipment sold to customers or third party leasing companies pursuant to the terms of sale of such equipment in the ordinary course of business;

(r) Indebtedness incurred in connection with the Company Post-Closing Reorganization and set forth in Schedule 6.01(r);

(s) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of Holdings or any of the Subsidiaries incurred in the ordinary course of business or in connection with an acquisition or any other investment permitted pursuant to Section 6.04 (including as a result of the cancellation or vesting of outstanding options and other equity based awards in connection therewith);

 

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(t) Indebtedness representing obligations arising under agreements of Holdings or a Subsidiary providing for indemnification, adjustment of purchase price or other post-closing payment adjustments, including wholly contingent earn-outs and other similar arrangements, in each case incurred in connection with an investment permitted under Section 6.04 or a Permitted Acquisition or a permitted disposition;

(u) Indebtedness consisting of Subordinated Indebtedness issued by Holdings or any Subsidiary to current or former officers, directors and employees thereof or any Parent Company thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of Holdings or any Parent Company to the extent described in clause (iii) of Section 6.06(a);

(v) Indebtedness consisting of Subordinated Shareholder Loans;

(w) unsecured Indebtedness of Holdings or any Subsidiary; provided that at the time thereof and after giving effect thereto, (i) Holdings shall be in Pro Forma Compliance, (ii) both before and after giving effect to such incurrence, no Default or Event of Default shall have occurred and be continuing, and (iii) if such Indebtedness constitutes Subordinated Indebtedness, the subordination provisions relating thereto are reasonably satisfactory to the Administrative Agent;

(x) unsecured subordinated Indebtedness of any Loan Party; provided that at the time thereof and after giving effect thereto, (i) Holdings shall be in Pro Forma Compliance, (ii) both before and after giving effect to such incurrence, no Default or Event of Default shall have occurred and be continuing, and (iii) the subordinations provisions relating thereto are reasonably satisfactory to the Administrative Agent;

(y) Indebtedness in respect of any Permitted Receivables Financing;

(z) other Indebtedness of Holdings or any Subsidiary in an aggregate principal amount not exceeding $500,000,000 at any time outstanding (or, if greater at the time of incurrence thereof, 2.5% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings));

(aa) Indebtedness of Graham Packaging or any of its subsidiaries existing on the Graham Packaging Closing Date; provided that such Indebtedness existed at the time Graham Packaging became a Subsidiary and was not created in contemplation of or in connection with Graham Packaging becoming a Subsidiary;

(bb) any extensions, renewals, refinancings and replacements of the Indebtedness permitted to be incurred under Sections 6.01(a), (d), (i), (k), (l), (m), (w), (bb) and (cc) (the Indebtedness being extended, renewed, refinanced or replaced being referred to herein as the “Refinanced Indebtedness”; and the Indebtedness incurred under this Section 6.01(bb) being referred to herein as “Permitted Refinancing Indebtedness”); provided that (i) the principal amount of the Permitted

 

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Refinancing Indebtedness is not increased (except by an amount equal to the accrued interest and premium on, or other amounts paid, and fees and expenses incurred, in connection with such extension, renewal, refinancing or replacement), (ii) (A) if the Refinanced Indebtedness is in the form of Senior Secured Notes or Senior Unsecured Notes incurred under Sections 6.01 (k), (l), (m) or (w) (or Permitted Refinancing Indebtedness in respect thereof, including with respect to successive extensions, renewals, refinancings or replacements thereof), (I) the final maturity date of the Permitted Refinancing Indebtedness is on or after the earlier of (x) the final maturity date of the Refinanced Indebtedness and (y) 90 days after the Latest Term Loan Maturity Date and (II) the average life to maturity of the Permitted Refinancing Indebtedness is greater than or equal to the lesser of (x) the weighted average life to maturity of the Refinanced Indebtedness and (y) the weighted average life to maturity of the Class of Term Loans then outstanding with the greatest remaining weighted average life to maturity and (B) if the Refinanced Indebtedness is not Indebtedness described under clause (A) above, neither the final maturity nor the weighted average life to maturity of the Permitted Refinancing Indebtedness is decreased, (iii) if the Refinanced Indebtedness is in the form of Senior Secured Notes, the Permitted Refinancing Indebtedness complies with provisos (i) and (ii) to clause (f) of the definition of the term “Senior Secured Notes”, (iv) if the Refinanced Indebtedness is subordinated to the Bank Obligations, the Permitted Refinancing Indebtedness is subordinated to the Bank Obligations on terms no less favorable to the Lenders and (v) the obligors in respect of the Refinanced Indebtedness remain the only obligors on the Permitted Refinancing Indebtedness (unless each such subsequent obligor is a Loan Party);

(cc) Senior Secured Notes and Senior Unsecured Notes; provided that 100% of the Net Cash Proceeds thereof are applied substantially concurrently with the incurrence thereof (taking into account any escrow mechanics relating to the incurrence thereof) to prepay, repay, refinance or replace Term Loans, together with accrued interest thereon, and to pay related fees and expenses;

(dd) Indebtedness of Holdings or any Subsidiary arising from the honoring of a check, draft or similar instrument of such Person drawn against insufficient funds, provided that such Indebtedness is extinguished within five Business Days of it being incurred;

(ee) Indebtedness of Holdings or any Subsidiary in respect of letters of credit, bankers’ acceptances or other similar instruments or obligations issued, or relating to liabilities or obligations incurred, in the ordinary course of business (including those issued to governmental entities in connection with self-insurance under applicable workers’ compensation statutes);

(ff) Indebtedness of Holdings or any Subsidiary in respect of the financing of insurance premiums in the ordinary course of business; and

(gg) Indebtedness of Holdings or any Subsidiary in respect of take-or-pay obligations under supply arrangements incurred in the ordinary course of business.

 

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SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any Person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:

(a) Liens on property or assets of Holdings and the Subsidiaries existing on the Second Restatement Date and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the Second Restatement Date (including the Subordinated Notes) and extensions, renewals, refinancings, and replacements thereof permitted hereunder;

(b) any Lien created under the Loan Documents to secure the Obligations;

(c) any Lien existing on any property or asset prior to the acquisition thereof by Holdings or any Subsidiary or existing on any property or assets or shares of stock of any Person that becomes a Subsidiary after the Second Restatement Date prior to the time such Person becomes such a Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not apply to any other property or assets of Holdings or any Subsidiary (other than proceeds thereof) and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and any extensions, renewals, refinancings or replacements thereof that do not increase the outstanding principal amount thereof (except by an amount equal to the premium or other amounts paid, and fees and expenses incurred, in connection with such extension, renewal, refinancing or replacement);

(d) Liens for taxes not yet due or which are being contested;

(e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not overdue for a period of more than 60 days or which are being contested;

(f) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations;

(g) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any Borrower or any of the Subsidiaries;

 

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(i) purchase money security interests in property (real or personal) or improvements thereto hereafter acquired (or, in the case of improvements, made) by Holdings or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or improvement), (iii) the Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of such property or improvements at the time of such acquisition (or improvement) and (iv) such security interests do not apply to any other property or assets of Holdings or any Subsidiary (other than proceeds thereof);

(j) judgment Liens securing judgments not constituting an Event of Default under Article VII;

(k) Liens securing Indebtedness or other obligations of Holdings or the Subsidiaries incurred pursuant to Section 6.01(d), (e), (f), (k)(i), (k)(iii), (l), (m) or (cc) (including any Guarantees in respect thereof) (or, except in the case of clause (k)(iii), Permitted Refinancing Indebtedness in respect thereof, including with respect to successive extensions, renewals, refinancings or replacements thereof); provided that (x) in the case of any Liens securing Indebtedness permitted by Section 6.01(d), (e) or (f) (or Permitted Refinancing Indebtedness in respect thereof, including with respect to successive extensions, renewals, refinancings or replacements thereof), such Liens do not encumber any property or assets other than the property or assets financed by such Indebtedness (or the proceeds thereof), (y) in the case of Liens securing Indebtedness permitted by Section 6.01(k)(i), (l) or (m) (or Permitted Refinancing Indebtedness in respect thereof, including with respect to successive extensions, renewals, refinancings or replacements thereof), such Liens do not encumber any property other than Collateral and (z) in the case of Liens securing Indebtedness permitted by Section 6.01(k)(iii), such Liens do not encumber any property other than the property encumbered by such Liens in existence on the Second Restatement Date;

(l) Liens on the assets of Subsidiaries that are not Loan Parties to secure Indebtedness (other than Local Facilities) incurred by such Subsidiaries pursuant to Section 6.01(h);

(m) Liens securing Hedging Agreements permitted hereunder; provided that the fair market value of the property and assets of Holdings and the Subsidiaries securing the obligations of Holdings or any Subsidiary in respect of any such Hedging Agreement that are not Bank Obligations shall not exceed $150,000,000;

(n) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

 

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(o) leases, subleases, licenses and sublicenses of property (real or personal) which do not materially interfere with the ordinary conduct of the business of Holdings or the Subsidiaries;

(p) Liens in favor of any Loan Party;

(q) deposits made in the ordinary course of business to secure liability to insurance carriers;

(r) grants of software and other technology and intellectual property licenses in the ordinary course of business;

(s) Liens on equipment of Holdings or any Subsidiary granted in the ordinary course of business to Holdings’ or any such Subsidiary’s client at which location such equipment is located;

(t) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the purchase or sale of goods entered into in the ordinary course of business;

(u) Liens arising by virtue of any statutory, common law or contractual provisions relating to banker’s liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution, including any lien arising under the general terms and conditions of banks or Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen), with whom a Loan Party or any Subsidiary of a Loan Party maintains a banking relationship in the ordinary course of business;

(v) any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture;

(w) Liens arising from Uniform Commercial Code filings (or the non-US equivalent thereof) regarding operating leases entered into by Holdings and the Subsidiaries in the ordinary course of business;

(x) Liens on securities that are the subject of repurchase agreements constituting Investments permitted by Section 6.04;

(y) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets prior to completion;

(z) Liens arising in connection with any sale or other disposition of assets; provided that such Liens do not at any time encumber any assets other than the assets to be sold or disposed of;

 

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(aa) Liens that are created or provided for by (i) a transfer of an account receivable or chattel paper or (ii) a commercial consignment that in each case does not secure payment or performance of an obligation;

(bb) Liens (other than Liens securing Indebtedness for borrowed money) arising by operation of law;

(cc) Liens on Securitization Assets, and any other assets of any Securitization Subsidiary, in each case securing any Permitted Receivables Financing;

(dd) other Liens securing liabilities in an aggregate amount not to exceed $500,000,000 at any time outstanding (or, if greater at the time of incurrence thereof, 2.50% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings));

(ee) a deemed security interest, as described in section 17(1)(b) of the Personal Property Securities Act 1999 (NZ), which does not secure Indebtedness or performance of an obligation; and

(ff) Liens on the Equity Interests of Unrestricted Subsidiaries.

SECTION 6.03. Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (each such transaction, a “Sale and Lease-Back Transaction”) unless any Capital Lease Obligations or Liens arising in connection therewith are permitted by Sections 6.01 and 6.02, as the case may be.

SECTION 6.04. Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, except:

(a) (i) investments by Holdings and the Subsidiaries existing on the Second Restatement Date in the Equity Interests of Holdings and the Subsidiaries and (ii) additional investments by Holdings and the Subsidiaries in the Equity Interests of Holdings, the Subsidiaries, the Unrestricted Subsidiaries and the Escrow Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to a Collateral Agreement or another Security Document (subject to Agreed Security Principles), (B) the aggregate amount of investments by Loan Parties in, and loans and advances by Loan Parties to, Escrow Subsidiaries shall not exceed the amount reasonably determined by Holdings to be the amount such Escrow Subsidiary would be required to pay in respect of accrued interest, accreted original issue discount, premium, fees and expenses in the event that the related Permitted Acquisition is not consummated at the applicable Escrow Release

 

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Effective Time and (C) the aggregate outstanding amount of investments by Loan Parties in, and loans and advances by Loan Parties to, Escrow Subsidiaries and Subsidiaries of Holdings that are not Loan Parties, and investments by Holdings or any Subsidiary in, and loans and advances by Holdings or Subsidiary to, any Unrestricted Subsidiary made after the Second Restatement Date (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed (at the time such investment, loan or advance is made) the greater of (x) $400,000,000 (it being understood that any investment, loan and advance subject to this proviso shall no longer be deemed to be outstanding if the Escrow Subsidiary, Unrestricted Subsidiary or Subsidiary that received such investment, loan or advance subsequently becomes, or is merged into, amalgamated or consolidated with, a Loan Party) and (y) 15% of Consolidated EBITDA as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Sections 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission;

(b) Permitted Investments;

(c) loans or advances made by Holdings to any Subsidiary or by any Subsidiary to Holdings or another Subsidiary; provided that (i) such loans and advances shall be subordinated to the Obligations to the extent required by Section 6.01(c) and (ii) the amount of such loans and advances made after the Second Restatement Date by Loan Parties to Subsidiaries that are not Loan Parties and outstanding at any time shall be subject to the limitation set forth in clause (a) above;

(d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(e) Holdings and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees, directors, officers and consultants so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $50,000,000;

(f) Holdings and the Subsidiaries may enter into Hedging Agreements that are permitted under Section 6.01(j);

(g) investments resulting from Letters of Credit issued pursuant to Section 2.22 and guarantees (other than in respect of Indebtedness) for the account of Wholly Owned Subsidiaries of Holdings that are not Loan Parties;

 

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(h) Holdings and the Subsidiaries may acquire all or substantially all the assets of a Person or division, product line or line of business of such Person, or not less than 75% of the Equity Interests (other than directors’ qualifying shares) of a Person (referred to herein as the “Acquired Entity”), or, in connection with a tender offer or similar multi-step acquisition, such lesser percentage (but not less than a majority of the voting Equity Interests) if Holdings has publicly stated its intention to acquire, directly or indirectly, not less than 75% of the Equity Interests (other than directors’ qualifying shares) of such Acquired Entity at the end of such process; provided that (i) the Acquired Entity shall be in a Similar Business; and (ii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) Holdings would be in Pro Forma Compliance; (C) [reserved]; (D) Holdings shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance reasonably satisfactory to the Administrative Agent; and (E) subject to the Agreed Security Principles, Holdings shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.12 and the Loan Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(h) being referred to herein as a “Permitted Acquisition”); provided that, in the case of any such Permitted Acquisition that is a Limited Condition Acquisition, clauses (A) and (B) above shall only be required to be satisfied on the date on which definitive agreements with respect to such Limited Condition Acquisition are entered into and Pro Forma Compliance shall be tested on the date on which such definitive agreements are entered into by assuming that the Indebtedness to be incurred to finance such Limited Condition Acquisition is incurred on such date, the proceeds thereof are applied on such date and such Limited Condition Acquisition closes on such date;

(i) Holdings and the Subsidiaries may acquire any Acquired Entity for aggregate consideration (including the aggregate principal amount of all assumed Indebtedness) not to exceed $200,000,000 per annum, provided that (i) any amount that is not used in a given year (less any amount carried forward to such year) since the Closing Date may be carried forward to the subsequent year, (ii) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (iii) subject to the Agreed Security Principles, Holdings shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.12 and the Loan Documents.

(j) acquisitions of, investments in, and loans and advances to, joint ventures so long as the aggregate outstanding amount invested, loaned or advanced after the Second Restatement Date pursuant to this paragraph (j) (determined without regard to any write-downs or write-offs of such investments, loans or advances), together with the outstanding aggregate principal amount of Indebtedness incurred after the Second Restatement Date under Section 6.01(n), does not exceed $350,000,000 at any time outstanding (or, if greater at the time thereof, 1.5% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings));

(k) investments in connection with the Transactions and the Company Post-Closing Reorganization;

 

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(l) investments existing on the Second Restatement Date or made pursuant to binding commitments in effect on the Second Restatement Date and, in each case, set forth on Schedule 6.04(l);

(m) investments the payment for which consists of Equity Interests or Subordinated Shareholder Loans of Holdings (other than Disqualified Stock) or any Parent Company, as applicable;

(n) investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(o) investments of any Person existing, or made pursuant to binding commitments in effect, at the time such Person becomes a Subsidiary or consolidates or merges with Holdings or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments and commitments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger;

(p) pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y) that are otherwise permitted under Section 6.02 or made in connection with a Lien permitted by Section 6.02;

(q) investments, loans and advances by Holdings, the Borrowers and the Subsidiaries in an amount not to exceed the Available Amount;

(r) investments arising directly out of the receipt of non-cash consideration for any Asset Sale permitted pursuant to Section 6.05;

(s) investments in, and loans and advances to, Securitization Subsidiaries in accordance with any Permitted Receivables Financing Documents;

(t) in addition to investments permitted by paragraphs (a) through (s) above, additional investments, loans and advances by Holdings, the Borrowers and the Subsidiaries so long as the aggregate outstanding amount invested, loaned or advanced pursuant to this paragraph (t) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed (at the time such investment, loan or advance is made) the greater of (i) $400,000,000 and (ii) 15% of Consolidated EBITDA as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Sections 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission;

(u) other investments by Holdings or any Subsidiary in another Subsidiary resulting from an Asset Sale permitted under Section 6.05 or other dispositions permitted hereunder; provided that the amount of such investments made after the Second Restatement Date resulting from Asset Sales by Loan Parties to Subsidiaries that are not Loan Parties, based on the fair market value of the assets or property sold (as determined reasonably and in good faith by a Financial Officer of Holdings and without regard to any write-downs or write-offs of such investments) shall be subject to the limitation set forth in clause (a) above;

 

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(v) investments arising as the result of payments permitted pursuant to Sections 2.12(b) and 6.09 and investments in Senior Secured Notes; and

(w) investments in receivables owing to Holdings or any Subsidiary.

It is further understood and agreed that for purposes of determining the value of any investment, loan or advance outstanding for purposes of this Section 6.04, such amount shall deemed to be the amount of such investment, loan or advance when made, purchased or acquired less any returns of principal or capital thereon (not to exceed the original amount invested).

SECTION 6.05. Mergers, Consolidations and Sales of Assets. (a) Merge into, amalgamate or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of Holdings and the Subsidiaries, taken as a whole, except that (i) the Transactions and the Company Post-Closing Reorganization shall be permitted, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (A) any Person may merge into, amalgamate with or consolidate with any Borrower in a transaction in which such Borrower is the surviving corporation, (B) any Person may merge into, amalgamate with or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (C) any Subsidiary (other than any Borrower that is not an Ancillary Borrower) may merge into, amalgamate with or consolidate with any other Person in order to effect a Permitted Acquisition or other acquisition permitted by Section 6.04 and (D) any Subsidiary (other than any Borrower that is not an Ancillary Borrower) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge, amalgamate or consolidate as contemplated in the Transactions or the Company Post-Closing Reorganization or if such transaction is not adverse to the Lenders in any material respect and if Holdings determines in good faith that such liquidation or dissolution, merger, amalgamation or consolidation is in the best interest of Holdings and the Subsidiaries, taken as a whole and (iii) any Asset Sale (other than one in which Holdings or a Borrower that is not an Ancillary Borrower is sold or otherwise disposed of) that complies with clause (b) below shall be permitted.

(b) Make any Asset Sale not otherwise permitted under clause (i) or (ii) of paragraph (a) above (other than any Non-Consensual Asset Sale, as to which this paragraph (b) shall not apply) unless such Asset Sale is for consideration at least 75% of which is cash and such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of; provided that any Designated Non-Cash Consideration in respect of such Asset Sale having an

 

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aggregate fair market value, taken together with all other Designated Non-Cash Consideration received that is at that time outstanding, not in excess of an amount equal to 1.25% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings) (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) shall be deemed to be cash.

SECTION 6.06. Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that:

(i) any Subsidiary of Holdings may declare and pay dividends or make other Restricted Payments ratably to its equity holders,

(ii) (a) Holdings and any Subsidiary may pay or make dividends or distributions to any holder of its Qualified Capital Stock in the form of additional shares of Qualified Capital Stock of the same class, and may exchange one class or type of Qualified Capital Stock with shares of another class or type of Qualified Capital Stock and (b) Holdings may make distributions and payments to any Parent Company, Permitted Investor or Affiliate thereof holding Subordinated Shareholder Loans in the form of additional Subordinated Shareholder Loans, and may capitalize the interest on its Subordinated Shareholder Loans;

(iii) Holdings may make Restricted Payments to pay for the purchase, repurchase, retirement, defeasance, redemption or other acquisition for value of Equity Interests of Holdings, or any Parent Company held by any future, present or former employee, director or consultant of Holdings or any Parent Company or any Subsidiary of Holdings pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided that the aggregate Restricted Payments made under this clause (iii) after the Second Restatement Date do not exceed $25,000,000 in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the two succeeding calendar years subject to a maximum payment of $50,000,000 in any calendar year);

(iv) Holdings may make Restricted Payments to any Parent Company in amounts required for such Parent Company to pay national, state or local income taxes (as the case may be) imposed directly on such Parent Company to the extent such income taxes are attributable to the income of Holdings and its Subsidiaries (including, without limitation, by virtue of such Parent Company being the common parent of a consolidated or combined tax group of which Holdings or its Subsidiaries are members); provided, however, that in no event shall Holdings make Restricted Payments pursuant to this Section 6.06(a)(iv) in an amount greater than the amount Holdings would pay on such income to a taxing authority were such income taxes to be computed for Holdings and its Subsidiaries on a separate return basis (taking into account tax attributes from prior years);

 

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(v) Holdings may make Restricted Payments (A) in amounts required for any Parent Company or any Affiliate thereof, if applicable, to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers, directors and employees of any Parent Company or of any Affiliate thereof, if applicable, and general corporate operating and overhead expenses (including compliance and reporting expenses) of any Parent Company or any Affiliate thereof, if applicable, in each case to the extent such fees and expenses are attributable to the ownership or operation of Holdings, if applicable, and their respective Subsidiaries; provided, that for so long as such Parent Company owns no material assets other than Equity Interests in Holdings or any Parent Company, such fees and expenses shall be deemed for purposes of this clause (A) to be attributable to such ownership or operation and (B) in amounts required for any Parent Company to pay fees and expenses, other than to Affiliates of Holdings, related to any unsuccessful equity or debt offering of such Parent Company; and provided further that such amounts reduce Consolidated Net Income pursuant to the definition of such term;

(vi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(vii) Restricted Payments by Holdings or any Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Equity Interests of any such Person;

(viii) after a Qualified Public Offering, Holdings may pay dividends and make distributions to any Parent Company, so that such Parent Company can pay dividends and make distributions to, or repurchase or redeem its Equity Interests from, its equity holders in an amount generating a 3.00% annual yield payable to all equity holders (such yield to be determined based on the initial public offering price of the Equity Interests sold in such Qualified Public Offering); provided that (x) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in Sections 6.04(h) and 6.04(i) occurring after such period) as if such transaction had occurred as of the first day of such period, Holdings would be in Pro Forma Compliance;

 

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(ix) Holdings may make Restricted Payments, in an aggregate amount not to exceed the Available Amount, provided that (x) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in Sections 6.04(h) and 6.04(i) occurring after such period) as if such transaction had occurred as of the first day of such period, Holdings would be in Pro Forma Compliance;

(x) Holdings may make Restricted Payments in an amount equal to proceeds received in connection with any sale, transfer or other disposition of Non-Strategic Land, provided that the aggregate amount of Restricted Payments made pursuant to this clause (x) shall not exceed €25,000,000;

(xi) Holdings may make Restricted Payments to pay Management Fees, plus out-of-pocket expense reimbursement; provided that both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and

(xii) Holdings may make Restricted Payments to consummate or fund the Transactions and the Company Post-Closing Reorganization (including as a result of the cancellation or vesting of outstanding options and other equity-based awards in connection therewith) and pay fees and expenses incurred in connection with the Transactions and the Company Post-Closing Reorganization (including fees and expenses incurred by any Parent Company).

(b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Bank Obligations, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to Holdings or any Subsidiary or to Guarantee Indebtedness of Holdings or any Subsidiary, except in each case for such encumbrances or restrictions existing under or by reason of:

(A) contractual encumbrances or restrictions in effect on the Second Restatement Date and set forth on Schedule 6.06(b);

(B) the Loan Documents, the Senior Secured Note Documents with respect to Senior Secured Notes outstanding on the Third Restatement Date, the Senior Unsecured Note Documents with respect to Senior Unsecured Notes outstanding on the Third Restatement Date, the Subordinated Note Documents and the Intercreditor Agreements;

(C) applicable law or any applicable rule, regulation or order;

(D) any agreement or other instrument of a Person acquired by Holdings or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

 

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(E) customary provisions in joint venture agreements relating solely to such joint venture;

(F) Capital Lease Obligations and purchase money obligations for property acquired in the ordinary course of business, provided that such encumbrances and restrictions do not apply to any property or assets other than the property or assets financed by such Capital Lease Obligations and purchase money obligations;

(G) customary provisions contained in leases (other than financing or similar leases), licenses and other similar agreements entered into in the ordinary course of business, provided that such encumbrances and restrictions only apply to the property or assets that are the subject of such leases, licenses and agreements;

(H) contracts or agreements for the sale of assets, provided that such encumbrances and restrictions only apply to any property or assets that are the subject of such contracts and agreements;

(I) any encumbrance or restriction arising under a local working capital facility permitted by Section 6.01;

(J) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Second Restatement Date permitted by Section 6.01 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Loan Documents, the Senior Secured Note Documents with respect to the Senior Secured Notes described in clauses (a), (b), (c), (d) or (e) of the definition of “Senior Secured Notes”, the Senior Unsecured Note Documents with respect to the Senior Unsecured Notes described in clauses (a), (b), (c), (d) or (e) of the definition of “Senior Unsecured Notes” or in the Subordinated Note Documents;

(K) any customary restrictions and conditions contained in agreements relating to any Permitted Receivables Financing; provided such restrictions and conditions apply solely to (A) the Securitization Assets involved in such Permitted Receivables Financing and (B) any applicable Securitization Subsidiary; and

(L) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (K) above; provided that the encumbrances and restrictions contained in such amendments, modifications, restatements, renewals,

 

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increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings no more restrictive than those encumbrances and restrictions in effect immediately prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

SECTION 6.07. Transactions with Affiliates. Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except that Holdings or any Subsidiary may engage in any of the foregoing transactions at prices and on terms and conditions not less favorable to Holdings or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, except that the foregoing provisions shall not apply to the following:

(a) transactions between or among Holdings or any Loan Parties (or an entity that becomes a Loan Party as a result of such transaction) or between or among Loan Parties;

(b) (i) Restricted Payments permitted under Section 6.06 and (ii) Management Fees and out-of-pocket expense reimbursement to the extent such Management Fees and out-of-pocket expense reimbursements would be permitted by Section 6.06(xi) if such Management Fees and out-of-pocket expense reimbursements were included as Restricted Payments for purposes of Section 6.06(xi);

(c) the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of Holdings or any Subsidiary or any direct or indirect parent of Holdings;

(d) transactions in which Holdings or any Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent investment bank, valuation or accounting firm of recognized national standing stating that such transaction is fair to Holdings or such Subsidiary from a financial point of view or meets the requirements of this Section 6.07;

(e) the execution of the Transactions and the Company Post-Closing Reorganization and the payment of all fees and expenses, bonuses and awards related to the Transactions and the Company Post-Closing Reorganization, including fees to the Permitted Investors, that are described on Schedule 6.07 or contemplated by the Reynolds Acquisition Documents or by any of the other documents related to the Transactions or the Company Post-Closing Reorganization;

(f) the formation and maintenance of any consolidated or combined group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business;

 

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(g) transactions with Securitization Subsidiaries in connection with any Permitted Receivables Financing;

(h) investments, loans and advances permitted by Section 6.04;

(i) mergers, consolidations, amalgamations and transfers of assets permitted by Section 6.05;

(j) any issuance of Equity Interests or capital contributions otherwise permitted hereunder;

(k) any issuance of Equity Interests, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans, or indemnities provided on behalf of employees, directors or consultants and approved by the board of directors or senior management of Holdings; and

(l) any transaction with a value of less than $75,000,000.

SECTION 6.08. Conduct of Business. With respect to each Subsidiary other than BP II, engage at any time in any business or business activity other than a Similar Business or, in the case of a Securitization Subsidiary, Permitted Receivables Financings and business activities that are required by or incidental to such Permitted Receivables Financings.

SECTION 6.09. Other Indebtedness and Agreements. (a) Permit any waiver, supplement, modification or amendment of (i) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents, (ii) any Senior Unsecured Note Documents or Subordinated Note Documents, in each case to the extent any such waiver, supplement, modification or amendment would be materially adverse to the Lenders; provided that nothing in this Section 6.09(a) shall prohibit the refinancing, replacement, extension or other similar modification of any Indebtedness to the extent otherwise permitted by Section 6.01.

(b) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Senior Unsecured Notes or Subordinated Notes except (A) refinancings with the proceeds of Indebtedness permitted by Section 6.01 (it being understood that, in the case of the Subordinated Notes, this clause permits the proceeds of such Indebtedness to be invested in a Person that applies such funds to redeem, repurchase, retire or otherwise acquire all or part of such Subordinated Notes and pay related accrued interest, premium, fees and expenses), (B) [reserved], (C) payments financed with the proceeds of Qualified Capital Stock or Subordinated Shareholder Loans, (D) the payment of secured Indebtedness that becomes due as a result of the sale or transfer of property or assets securing such Indebtedness, (E) so

 

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long as any payment of Loans required to be made pursuant to Section 2.13 with respect to the applicable transaction shall have been made, the payment of any Senior Unsecured Notes or Subordinated Notes pursuant to applicable “change of control” or other asset sale offer requirements, (F) payments to redeem, repurchase, repay, prepay, retire or otherwise acquire for consideration any Indebtedness of a Person acquired by Holdings or any Subsidiary and (G) payments, using solely the remaining proceeds of any Senior Secured Notes or Senior Unsecured Notes incurred in connection with the Pactiv Transactions, to redeem, repurchase or otherwise retire any of the senior unsecured notes issued by Pactiv LLC pursuant to the Indenture dated as of September 29, 1999, between Tenneco Packaging Inc. and the Chase Manhattan Bank, as trustee, and the supplements thereto as in effect on the Amendment No. 3 Effective Date, each as amended on or prior to the Pactiv Closing Date, so long as, in the case of clause (G), at the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing.

(c) Notwithstanding the foregoing, Holdings and the Subsidiaries may expend up to an amount equal to the Available Amount to pay, redeem, repurchase, retire or otherwise acquire for value Indebtedness in transactions that would otherwise be prohibited by paragraph (b) above, in each case so long as (x) at the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) Holdings and the Subsidiaries would be in Pro Forma Compliance.

SECTION 6.10. [Reserved].

SECTION 6.11. [Reserved].

SECTION 6.12. Maximum Senior Secured First Lien Leverage Ratio. Permit the Senior Secured First Lien Leverage Ratio as of the last day of any fiscal quarter to be greater than 4.50 to 1.00.

SECTION 6.13. Fiscal Year. With respect to Holdings, (a) change its fiscal year-end to a date other than December 31 or (b) change its accounting principles used for financial reporting; provided, however, that Holdings may change its accounting principles from IFRS to U.S. GAAP or from U.S. GAAP to IFRS, in each case upon not less than 30 days prior notice to the Administrative Agent.

SECTION 6.14. Certain Equity Securities. Issue any Equity Interest that is not Qualified Capital Stock.

SECTION 6.15. Limitation on Activities of BP II. (a) In the case of BP II, for so long as the Subordinated Notes are outstanding: conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Equity Interests of its Subsidiaries and those incidental to Investments by or in BP II permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and

 

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legal, tax and accounting matters related thereto and activities relating to its employees, (iii) the entry into and activities relating to the performance of obligations in respect of (A) the Loan Documents, the Senior Secured Note Documents, the Senior Unsecured Note Documents, the Subordinated Note Documents, the Intercreditor Agreements, any Additional Intercreditor Agreement (as defined in the Subordinated Note Indentures), the Reynolds Acquisition Documents, any other agreement to which it is a party on the Closing Date; and any guarantee of Indebtedness or other obligations of any of its Subsidiaries permitted pursuant to the Loan Documents and any refinancings, refundings, renewals or extensions thereof, (B) contracts and agreements with officers, directors and employees of it or any Subsidiary thereof relating to their employment or directorship, (C) insurance policies and related contracts and agreements, and (D) equity subscription agreements, registration rights agreements, voting and other stockholder agreements, engagement letters, underwriting agreements and other agreements in respect of its equity securities or any offering, issuance or sale thereof, (iv) the receipt and payment of Restricted Payments permitted under Section 6.06, (v) those related to the Transactions, the Company Post-Closing Reorganization and in connection with the other agreements contemplated hereby, (vi) to the extent that Article VI expressly permits Holdings and the Subsidiaries to enter into a transaction with BP II, (vii) activities in connection with or in preparation for a public offering, (viii) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (ix) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (x) the retention of (and the entry into, and exercise of rights and performance of obligations in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters, counsel, accountants and other advisors and consultants, and (xi) activities incidental to the foregoing activities.

(b) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, in the event of a Midco Reorganization, Holdings shall be released from any and all of its obligations under this Agreement and any other Loan Document and Holdings shall be permitted to complete the Midco Reorganization.

SECTION 6.16. Certain Country Limitations. With respect to each Subsidiary organized in Austria and Germany and notwithstanding the provisions of Article VI specified in Schedule 6.16, the provisions set forth in Schedule 6.16 shall apply with respect to such Subsidiary. In addition, Schedule II to Amendment No. 7 sets forth certain limitations with respect to the Loan Parties incorporated or otherwise organized under the laws of a jurisdiction other than the United States or any state thereof (other than, unless designated as a Limited Loan Party by the Administrative Agent in accordance with Schedule II to Amendment No. 7, Holdings, the Luxembourg Issuer, the Luxembourg Borrower and BP I).

 

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ARTICLE VII

Events of Default

In case of the happening of any of the following Events of Default:

(a) any representation or warranty made or deemed made by a Loan Party in or in connection with any Loan Document or the borrowings or issuances of Letters of Credit hereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;

(b) default shall be made by a Loan Party in the payment of any principal of any Loan or the reimbursement with respect to any L/C Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

(c) default shall be made by a Loan Party in the payment of any interest on any Loan or any Fee or L/C Disbursement or any other amount (other than an amount referred to in (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five Business Days;

(d) default shall be made in the due observance or performance by Holdings or any Material Subsidiary of any covenant, condition or agreement contained in Section 5.01(a), 5.05(a) or 5.08 or in Article VI;

(e) default shall be made in the due observance or performance by Holdings or any Subsidiary of any material covenant, condition or agreement contained in any Loan Document (other than a Security Document) (other than those specified in (b), (c) or (d) above) and such default shall continue unremedied for a period of 30 days after the earlier of (i) notice thereof from the Administrative Agent to each applicable Borrower (which notice shall also be given at the request of any Lender) or (ii) knowledge thereof by a Responsible Officer of any Loan Party;

(f) Holdings or any Material Subsidiary shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness, when and as the same shall become due and payable beyond the period of grace, if any, provided in the instrument or agreement pursuant to which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event of default shall occur that (A) results in any Material Indebtedness becoming due prior to its scheduled maturity or (B) enables or permits (with or without the giving of notice, the lapse of time or both but after any period of grace shall have lapsed and if any

 

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notice shall be required to commence a grace period or declare the occurrence of an event of default before a notice of acceleration may be delivered, such notice shall have been given) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness and clause (ii)(B) shall not apply to any Permitted Receivables Financing; provided further that this clause (f) shall not apply where such default, event of default or failure to pay is validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the occurrence of an Event of Default hereunder;

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Holdings or any Material Subsidiary, or of a substantial part of the property or assets of Holdings, or any Material Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator, provisional liquidator, administrator or similar official for Holdings or any Material Subsidiary or for a substantial part of the property or assets of Holdings or any Material Subsidiary or (iii) the winding-up or liquidation of Holdings or any Material Subsidiary; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h) Holdings or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) above, (iii) apply for or consent to the appointment of, or shall appoint in its own right, a receiver, trustee, custodian, sequestrator, conservator, administrator or similar official for Holdings or any Material Subsidiary or for a substantial part of the property or assets of Holdings or any Material Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay or thereafter to stop paying its debts as they become due (or with respect to any Loan Party incorporated in Germany, is unable to pay its debts as they fall due (Zahlungsunfähigkeit) or is deemed to be unable to pay its debts as they fall due (drohende Zahlungsunfähigkeit) or is over-indebted (Überschuldung) within the meaning of Sections 17 - 19 of the German Insolvency Code (Insolvenzordnung), or (vii) take any action for the purpose of effecting any of the foregoing;

 

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(i) one or more judgments shall be rendered against Holdings or any Material Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of Holdings or any Material Subsidiary to enforce any such judgment and such judgment either (i) is for the payment of money in an aggregate amount in excess of $75,000,000 or (ii) is for injunctive relief and could reasonably be expected to result in a Material Adverse Effect;

(j) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect;

(k) the Guarantee provided for in Article X for any reason, other than as expressly permitted hereunder or thereunder, shall fail to remain in full force or effect, or any action shall be taken by any Loan Party to discontinue or to assert the invalidity or unenforceability thereof, or any Guarantor shall deny or disaffirm in writing that it has any further liability thereunder (other than as a result of the discharge of such Guarantor in accordance with the terms of the Loan Documents);

(l) default shall be made in the due observance or performance by Holdings or any Material Subsidiary of any material covenant, condition or agreement contained in any Security Document to which it is a party and such default shall continue unremedied for a period of 30 days after the earlier of (i) notice thereof from the Administrative Agent to each applicable Borrower (which notice shall also be given at the request of any Lender) or (ii) knowledge thereof by a Responsible Officer of any Loan Party;

(m) the security interest in the Collateral created under any Loan Document shall, at any time, cease to be in full force and effect and constitute a valid and, to the extent applicable and required by the Agreed Security Principles, perfected, lien with the priority required by this Agreement or the applicable Loan Documents for any reason other than the satisfaction in full of all obligations under this Agreement and discharge of this Agreement or as provided under the provisions governing the release of security interests (other than any such failure that would not be material to the Lenders), or any Loan Party or any Affiliate thereof shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and such failure or assertion shall have continued uncured for a period of (i) 30 days after any Loan Party becomes aware of such failure with respect to any Collateral of a U.S. Subsidiary (other than Collateral which is an Equity Interest of a Subsidiary that is not a U.S. Subsidiary) or (ii) 60 days after any Loan Party becomes aware of such failure otherwise;

(n) the Indebtedness under the Subordinated Notes or any other Subordinated Indebtedness of Holdings and the Subsidiaries constituting Material Indebtedness shall cease (or any Loan Party or an Affiliate of any Loan Party shall so assert), for any reason, to be validly subordinated to the Bank Obligations as provided in the Subordinated Note Documents or the agreements evidencing such other Subordinated Indebtedness;

 

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(o) so long as any Senior Subordinated Notes are outstanding, the Existing Intercreditor Agreement shall cease to be effective or cease to be legally valid and binding, or otherwise not be effective to create the rights and obligations purported to be created thereunder, unless the same results directly from the action or inaction of the Administrative Agent or are not materially adverse to the Lenders;

(p) with respect to any Domination Agreement with SIG Euro Holding AG & Co KGaA as dominated entity (beherrschtes Unternehmen), (i) such Domination Agreement is terminated except as otherwise permitted pursuant to Section 5.17(b)(i), or (ii) the Administrative Agent receives notice from any Loan Party of the intention of a party to such Domination Agreement to terminate such Domination Agreement except as permitted by Section 5.17(b)(i);

(q) any step is taken to appoint, or with a view to appointing, a statutory manager (including the making of any recommendation in that regard by the New Zealand Financial Markets Authority) under the New Zealand Corporations (Investigation and Management) Act 1989 in respect of Holdings or any Material Subsidiary, or Holdings or any Material Subsidiary is declared at risk pursuant to the provisions of that Act; or

(r) there shall have occurred a Change in Control;

then, and (x) in every such event (other than an event with respect to any U.S. Borrower or any of its Subsidiaries described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to Holdings and each applicable Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Loan Parties accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Loan Parties, anything contained herein or in any other Loan Document to the contrary notwithstanding; and (y) in any event with respect to any U.S. Borrower or any of its Subsidiaries described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Loan Parties accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Loan Parties, anything contained herein or in any other Loan Document to the contrary notwithstanding.

 

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ARTICLE VIII

The Administrative Agent and the Collateral Agents

Each Lender and each Issuing Bank hereby irrevocably appoints the Administrative Agent and the Collateral Agents (for purposes of this Article VIII, the Administrative Agent and the Collateral Agents are referred to collectively as the “Agents”) its agent and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to (i) execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents and (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required Lenders, which negotiation, enforcement or settlement will be binding upon each Lender. Each Bank Secured Party (other than the applicable Collateral Agent) hereby authorizes the Administrative Agent to appoint and designate, on its behalf, a Collateral Agent with respect to Collateral at any time located in the Province of Quebec, Canada, including by way of appointment and designation of a fondé de pouvoir and of a depositary, mandatary and custodian, the whole with respect to taking security over such Collateral under the laws of the Province of Quebec, and take all other actions in furtherance thereof.

The institution serving as Administrative Agent and/or the Collateral Agent under any Loan Documents shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdings, any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder.

The Administrative Agent shall have no duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08 or in the First Lien Intercreditor Agreement), and (c) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings or any Subsidiary that is communicated to or obtained by the bank serving as the Administrative Agent and/or any Collateral Agent or any of their respective Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08

 

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or in the First Lien Intercreditor Agreement) or in the absence of its own gross negligence or willful misconduct. Neither Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by Holdings, a Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facilities as well as activities as Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor, which successor, so long as no Event of Default shall have occurred and be continuing, shall be subject to approval by Holdings (which approval shall not be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required Lenders and approved by Holdings (to the extent required) and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank and, which successor, so long as no Event of Default shall have occurred and be continuing, shall be subject to approval by Holdings (which approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by

 

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the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent. Any such resignation by the Administrative Agent hereunder shall also constitute, to the extent applicable, its resignation as an Issuing Bank, in which case such resigning Administrative Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Bank with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

Without limiting the foregoing, no Bank Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Agents on behalf of the Bank Secured Parties in accordance with the terms thereof (subject, in the case of the Collateral, to the provisions of the First Lien Intercreditor Agreement). Each Lender (a) acknowledges that it has received a copy of each Intercreditor Agreement, (b) without limiting the foregoing, agrees that it will be bound by and will take no actions contrary to the provisions of any Intercreditor Agreement and (c) acknowledges that each Administrative Agent and the Collateral Agents will, and hereby authorizes the Administrative Agent and each Collateral Agent to, enter into (and be a party to) the First Lien Intercreditor Agreement on behalf of themselves, such Lender and other holders of Bank Obligations. The Lenders further acknowledge that, pursuant to the First Lien Intercreditor Agreement, the applicable Collateral Agent will have the sole right to proceed against the Collateral, and that the provisions of the First Lien Intercreditor Agreement may, in certain circumstances, limit the ability of the Administrative Agent to direct such Collateral Agent. In the event of a foreclosure by any Collateral Agent on any of the

 

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Collateral pursuant to a public or private sale or other disposition, any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition, and such Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by such Collateral Agent on behalf of the Secured Parties at such sale or other disposition. Each Bank Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Bank Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. The provisions of this paragraph are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Lead Arranger, the Syndication Agent and each Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Lead Arranger, the Syndication Agent and each Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents. Without limitation of the foregoing, neither the Lead Arranger, the Syndication Agent nor any Documentation Agent in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Subject to the terms of the First Lien Intercreditor Agreement each Lender and each Issuing Bank hereby:

(a) authorizes the Collateral Agents (whether or not by or through employees or agents and with the right of sub-delegation) to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favor of such Lender or Issuing Bank in connection with the German Security Documents (as defined in the First Lien Intercreditor Agreement) under German law and to agree to and execute on its behalf as its representative (Stellvertreter) any amendments or alterations to any German Security Document which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such security;

(b) releases each of the Administrative Agent and the Collateral Agents from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) with the right of sub-delegation of such release, to make use of any authorization granted under this Agreement and to perform its duties and obligations as Administrative Agent or Collateral Agent, respectively hereunder and under the German Security Documents; and

 

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(c) ratifies and approves all acts and declarations previously done by any Collateral Agent on such person’s behalf (including for the avoidance of doubt the declarations made by such Collateral Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of any Lender or Issuing Bank as future pledgee or otherwise).

The Lenders hereby authorize (i) the Administrative Agent, in its discretion, and (ii) each Collateral Agent, to enter into (and, in the case of the Administrative Agent, to instruct each Collateral Agent to enter into) any agreement, amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Section 9.26.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices; Electronic Communications. Subject to Section 9.20, notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

(a) if to any Borrower, Holdings or any Guarantor, to it at Reynolds Group Holdings Limited, Level 22, 20 Bond Street, Sydney NSW 2000, Australia, Attention of Helen Golding (Fax No. +61 2 9268 6693), Email: helen.golding@rankgroup.co.nz;

(b) if to the Administrative Agent, to Credit Suisse AG, Agency Manager, Eleven Madison Avenue, New York, NY 10010, Fax No. 212-322-2291, Email: agency.loanops@credit-suisse.com; and

(c) if to a Lender, to it at its address (or fax number) set forth in the Administrative Questionnaire provided by such Lender to the Administrative Agent.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrowers, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. No communication (including fax, electronic message or communication in any other written form) under or in connection with the Loan Documents shall be made to or from an address located inside of the Republic of Austria.

 

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Holdings and each Borrower hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrowers, that it will, or will cause the Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.22, (b) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (c) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (d) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, Holdings and each Borrower agree, and agree to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.

Holdings and each Borrower hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to each Borrower or its securities) (each, a “Public Lender”). Holdings and each Borrower hereby agree that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and any Borrower or its securities for purposes of foreign, United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless Holdings or a Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (A) the Loan Documents and (B) notification of changes in the terms of the Credit Facilities.

 

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Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including foreign, United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Holdings or a Borrower or its securities for purposes of foreign, United States Federal or state securities laws.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address.

Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

 

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SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and warranties made by each Loan Party herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and the Issuing Banks and shall survive the making by the Lenders of the Loans and the issuance of Letters of Credit by the Issuing Banks, regardless of any investigation made by the Lenders or the Issuing Banks or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not been terminated. The provisions of Sections 2.14, 2.16, 2.20 and 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any Collateral Agent, any Lender or any Issuing Bank.

SECTION 9.03. Binding Effect. This Agreement shall become effective when it shall have been executed by each Loan Party and the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto.

SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Loan Parties, the Administrative Agent, the Issuing Banks or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

(b) Each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) (with the prior written consent of the applicable Borrower or Borrowers, if required by the definition of the term “Eligible Assignee”, being deemed given unless such Borrower or Borrowers shall have objected to such assignment by written notice to the Administrative Agent within five Business Days after having received notice thereof); provided, however, that (i) notwithstanding anything to the contrary in the definition of the term “Eligible Assignee”, the consent of the applicable Borrower shall not be required to any such assignment made in connection with the initial syndication of the Credit Facilities to Persons identified by the Administrative Agent to the Borrowers on or prior to the Third Restatement Date; (ii) the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than, $1,000,000 or €1,000,000, as the case may be (or, if less, the entire remaining amount of such Lender’s Commitment or Loans of the relevant Class); provided that

 

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simultaneous assignments to or by two or more Related Funds shall be combined for purposes of determining whether the minimum assignment requirement is met; (iii) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Acceptance, and, in each case, shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire (in which the assignee shall designate one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws) and all applicable tax forms. Upon acceptance and recording pursuant to paragraph (e) of this Section 9.04, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits and be subject to the obligations, of Sections 2.14, 2.16, 2.20 and 9.05, as well as to the benefit of any Fees accrued for its account and not yet paid). Notwithstanding the foregoing, no Lender shall be permitted to make assignments under this Agreement to any Disqualified Institutions.

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Term Loan Commitment and Revolving Credit Commitment, and the outstanding balances of its Term Loans and Revolving Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of Holdings or any Subsidiary or the performance or observance by any Loan Party of any of its obligations under this Agreement, any other Loan Document or any other

 

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instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is an Eligible Assignee legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement and of each Intercreditor Agreement, together with copies of the most recent financial statements referred to in Section 3.05 or delivered pursuant to Section 5.04 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee agrees that it will be bound by and will take no actions contrary to the provisions of each Intercreditor Agreement; (vii) such assignee appoints and authorizes the Administrative Agent and the Collateral Agents to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent and the Collateral Agents, respectively, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (viii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrowers, the Administrative Agent, the Issuing Banks, the Collateral Agents and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, any Issuing Bank, the Collateral Agents and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above, if applicable, and the written consent of the Administrative Agent and, if required, the Borrowers and each Issuing Bank to such assignment and any applicable tax forms, the Administrative Agent shall (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this paragraph (e).

 

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(f) Each Lender may without the consent of any Borrower, any Issuing Bank or Administrative Agent sell participations to one or more banks or other Persons in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other Persons shall be entitled to the benefit, and be subject to the obligations, of the cost protection provisions contained in Sections 2.14, 2.16 and 2.20 to the same extent as if they were Lenders (but, with respect to any particular participant, to no greater extent than the Lender that sold the participation to such participant) and (iv) the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrowers relating to the Loans or L/C Disbursements and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers decreasing any fees payable to such participating bank or Person hereunder or the amount of principal of or the rate at which interest is payable on the Loans in which such participating bank or Person has an interest, extending any scheduled principal payment date or date fixed for the payment of interest on the Loans in which such participating bank or Person has an interest, increasing or extending the Commitments in which such participating bank or Person has an interest or releasing any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral). To the extent permitted by law, each participating bank or other Person also shall be entitled to the benefits of Section 9.06 as though it were a Lender; provided that such participating bank or other Person agrees to be subject to Section 2.18 as though it were a Lender. Notwithstanding the foregoing, no Lender shall be permitted to sell participations under this Agreement to any Disqualified Institutions.

(g) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each participant’s interest in the loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(h) Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to Holdings or any Subsidiary furnished to such Lender by or on behalf of Holdings and the Subsidiaries; provided that, prior to any such disclosure of information, each such assignee or participant or proposed assignee or

 

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participant shall execute an agreement whereby such assignee or participant shall agree (subject to customary exceptions) to preserve the confidentiality of such information on terms no less restrictive than those applicable to the Lenders pursuant to Section 9.16.

(i) Any Lender may at any time assign all or any portion of its rights under this Agreement to secure extensions of credit to such Lender or in support of obligations owed by such Lender; provided that no such assignment shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.

(j) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPV may (i) with notice to, but without the prior written consent of, the Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrowers and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV. In the event that a Lender makes a grant to an SPV pursuant to this Section 9.04(j) or an SPV elects to exercise an option granted to it pursuant to this Section 9.04(j), no Loan Party shall be required to make payments under Section 2.20 in an amount in excess of the amount that it would be required to pay in the absence of such grant or election.

 

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(k) Except in connection with a Midco Reorganization permitted under Section 6.05, none of Holdings or any Borrower shall assign or delegate any of its rights or duties hereunder without the prior written consent of the Administrative Agent, each Issuing Bank and each Lender, and any attempted assignment without such consent shall be null and void.

(l) In the event that any Revolving Credit Lender shall become a Defaulting Lender or S&P, Moody’s and Thompson’s BankWatch (or InsuranceWatch Ratings Service, in the case of Lenders that are insurance companies (or Best’s Insurance Reports, if such insurance company is not rated by Insurance Watch Ratings Service)) shall, after the date that any Lender becomes a Revolving Credit Lender, downgrade the long-term certificate deposit ratings of such Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the case of a Lender that is an insurance company (or B, in the case of an insurance company not rated by InsuranceWatch Ratings Service)) (or, with respect to any Revolving Credit Lender that is not rated by any such ratings service or provider or any Issuing Bank shall have reasonably determined that there has occurred a material adverse change in the financial condition of any such Lender, or a material impairment of the ability of any such Lender to perform its obligations hereunder, as compared to such condition or ability as of the date that any such Lender became a Revolving Credit Lender) then such Issuing Bank shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, to replace such Lender with an assignee (in accordance with and subject to the restrictions contained in paragraph (b) above), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in paragraph (b) above) all its interests, rights and obligations in respect of its Revolving Credit Commitment to such assignee; provided, however, that (i) no such assignment shall conflict with any law, rule and regulation or order of any Governmental Authority and (ii) such Issuing Bank or such assignee, as the case may be, shall pay to such Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Lender hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder.

(m) (i) Notwithstanding the definition of “Eligible Assignee” or anything else to the contrary contained in this Agreement, any Term Lender may assign all or a portion of its Term Loans to any Person who, after giving effect to such assignment, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by the Administrative Agent and the applicable Borrower or Borrowers, such acknowledgment not to be unreasonably withheld or delayed); provided that:

(A) the assigning Lender and the Affiliated Lender purchasing such Term Lender’s Term Loans shall execute and deliver to the Administrative Agent an assignment agreement reasonably satisfactory to the Administrative Agent in which such Affiliated Lender will be identified as such;

 

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(B) at the time of such assignment and after giving effect to such assignment, the aggregate outstanding principal amount of all Term Loans held by Affiliated Lenders shall not exceed 25% of the aggregate principal amount of all Term Loans then outstanding under this Agreement;

(C) any such Term Loans acquired by (x) Holdings, a Borrower or a subsidiary shall be retired or cancelled promptly upon the acquisition thereof and (y) an Affiliated Lender may, with the consent of the Borrowers, be contributed to Holdings (and then to any Borrower), whether through a Parent Company or otherwise, and exchanged for equity securities or Subordinated Shareholder Loans of Holdings, the Borrowers or such Parent Company that are otherwise permitted to be issued at such time pursuant to the terms of this Agreement, so long as any Term Loans so acquired by Holdings, any Borrower or any subsidiary shall be retired and cancelled promptly upon the acquisition thereof; and

(D) no proceeds of Revolving Loans shall be used to fund any such acquisition by an Affiliated Lender.

(ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited or (B) receive any information or material prepared by the Administrative Agent or any Lender or any communication among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials or communication have been made available to any Loan Party or its representatives.

(iii) Notwithstanding anything in Section 9.08 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required the Administrative Agent, the Collateral Agents or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that no amendment, modification, waiver, consent or other action with respect to any Loan Document shall deprive such Affiliated Lender of its pro rata share of any payments to which such Affiliated Lender is entitled under the Loan Documents without such Affiliated Lender providing its consent; provided, further, that such Affiliated Lender shall have the right to approve any amendment, modification, waiver or consent (1) of the type described in Section 9.08(b)(i), (b)(ii), (b)(iii), (b)(iv) or (b)(vi) of this Agreement or (2) that adversely affects such Affiliated Lender in its capacity as a Lender in any respect as compared to other Lenders; and in furtherance of the foregoing, (x) the

 

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Affiliated Lender agrees to execute and deliver to the Administrative Agent any instrument reasonably requested by the Administrative Agent to evidence the voting of its interest as a Lender in accordance with the provisions of this Section 9.04(m); provided that if the Affiliated Lender fails to promptly execute such instrument such failure shall in no way prejudice any of the Administrative Agent’s rights under this paragraph and (y) the Administrative Agent is hereby appointed (such appointment being coupled with an interest) by the Affiliated Lender as the Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of the Affiliated Lender and in the name of the Affiliated Lender, from time to time in Administrative Agent’s discretion to take any action and to execute any instrument that Administrative Agent may deem reasonably necessary to carry out the provisions of this paragraph (m)(iii).

(iv) Each Affiliated Lender, solely in its capacity as a Lender, hereby agrees, and each assignment agreement relating to an assignment to such Affiliated Lender shall provide a confirmation that, if any Loan Party shall be subject to any voluntary or involuntary proceeding commenced under any Debtor Relief Laws (“Bankruptcy Proceedings”), (i) such Affiliated Lender shall not take any step or action in such Bankruptcy Proceeding to object to, impede or delay the exercise of any right or the taking of any action by the Administrative Agent or the Collateral Agents (or the taking of any action by a third party that is supported by the Administrative Agent or the Collateral Agents) in relation to such Affiliated Lender’s claim with respect to its Loans (a “Claim”) (including objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Lenders and (ii) with respect to any matter requiring the vote of Lenders during the pendency of a Bankruptcy Proceeding (including voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any Claim with respect thereto) shall be deemed to be voted in accordance with clause (iii) of this Section 9.04(m), so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv) of Section 9.04(m), and the related provisions set forth in each assignment agreement relating to an assignment to such Affiliated Lender, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Loan Party has filed for protection under any Debtor Relief Law applicable to the Loan Party (it being understood and agreed that the foregoing shall not cause the Loans held by any Affiliated Lender to be subordinated in right of payment to any other Obligations).

The foregoing provisions of Sections 9.04(m)(ii), (iii) and (iv) shall not apply to an Investment Fund, and a Term Lender shall be permitted to assign all or a portion of such Term Lender’s Term Loans to any Investment Fund without regard to the foregoing provisions of Sections 9.04(m)(ii), (iii) and (iv).

 

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SECTION 9.05. Expenses; Indemnity. (a) The Loan Parties agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, each Collateral Agent and each Issuing Bank in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided that, except as otherwise agreed in the First Lien Intercreditor Agreement, the Loan Parties shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction). The Loan Parties also agree to pay all documented and out-of-pocket expenses incurred by the Administrative Agent, any Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent, and, in connection with any such enforcement or protection, the reasonable and documented fees, charges and disbursements of any other counsel for the Administrative Agent or any Lender.

(b) The Loan Parties agree, jointly and severally, to indemnify the Administrative Agent, each Lender, each Issuing Bank and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions, the Company Post-Closing Reorganization, the Pactiv Transactions, the Graham Packaging Transactions, the other transactions contemplated thereby (including the syndication of the Credit Facilities) and any Borrowing hereunder, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowers, any other Loan Party or any of their respective Affiliates), or (iv) any Release or actual or alleged presence of Hazardous Materials on, at or under any property currently or formerly owned, leased or operated by Holdings or any of its subsidiaries or any Environmental Liability related in any way to Holdings or any of its subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (or settlement tantamount thereto) to have resulted from (i) the bad faith, gross negligence or willful misconduct of such Indemnitee or

 

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Related Party of such Indemnitee or (ii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that (x) did not arise out of any action or inaction on the part of Holdings or any of its Affiliates and (y) do not involve the Lead Arranger or an Agent in its capacity as such. This Section 9.05 shall not apply with respect to Taxes except as necessary to hold such Indemnitee harmless from any and all losses, claims, damages, liabilities and related expenses with respect to any non-Tax claim.

(c) To the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or any Collateral Agent under paragraph (a) or (b) of this Section or under any other Loan Document, each Lender severally agrees to pay to the Administrative Agent or such Issuing Bank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought and, in the case of the Collateral Agents, subject to pro rata allocation with the holders of the Senior Secured Notes to the extent provided for in any Intercreditor Agreement) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender).

(d) To the extent permitted by applicable law, none of Holdings and the Borrowers shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, the Company Post-Closing Reorganization, the Pactiv Transactions, the Graham Packaging Transactions and any Borrowing, Loan or Letter of Credit or the use of the proceeds thereof.

(e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any Collateral Agent, any Lender or any Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

SECTION 9.06. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, except to the extent prohibited by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of any Loan Party

 

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against any of and all the obligations of any Loan Party now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. The rights of each Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE DATE SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE “UNIFORM CUSTOMS”) AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agents, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Holdings, the other Loan Parties and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any

 

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Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k) or the provisions of this Section or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class, (v) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(j) without the written consent of such SPV or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Collateral Agent or any Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, such Collateral Agent or such Issuing Bank, as the case may be, and (B) any waiver, amendment or modification of this Agreement that by its terms solely affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrowers and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, with the consent of Holdings, the Borrowers and the Required Lenders, this Agreement (including Section 2.17) may be amended (x) to allow the Borrowers to prepay Loans of a Class on a non-pro rata basis in connection with offers made to all the Lenders of such Class pursuant to procedures approved by the Administrative Agent and (y) to allow the Borrowers to make loan modification offers to all the Lenders of one or more Classes of Loans that, if accepted, would (A) allow the maturity and scheduled amortization of the Loans of the accepting Lenders to be extended, (B) increase the Applicable Margins and/or Fees payable with respect to the Loans and Commitments of the accepting Lenders and (C) treat the modified Loans and Commitments of the accepting Lenders as a new tranche of Loans and Commitments for all purposes under this Agreement.

(c) The Administrative Agent, Holdings and the Borrowers may amend any Loan Document to correct administrative or manifest errors or omissions, or to effect administrative changes that are not adverse to any Lender; provided, however, that no such amendment shall become effective until the fifth Business Day after it has been posted to the Lenders, and then only if the Required Lenders have not objected in writing thereto within such five Business Day period.

 

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SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan or participation in any L/C Disbursement, together with all fees, charges and other amounts which are treated as interest on such Loan or participation in such L/C Disbursement under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or participation in accordance with applicable law, the rate of interest payable in respect of such Loan or participation hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or participation but were not payable as a result of the operation of this Section 9.09 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or participations or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.10. Entire Agreement. This Agreement, the Fee Letter and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder (including any Affiliate of any Issuing Bank that issues any Letter of Credit), to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders and, (a) solely with respect to Article VIII, Section 9.22 and Article X, the Collateral Agents and (b) solely with respect to Section 9.22 and Article X, the Local Facility Providers, Hedge Providers and Cash Management Banks) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

 

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SECTION 9.12. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 9.13. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 9.03. Delivery of an executed signature page to this Agreement by facsimile or other customary means of electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 9.14. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court; provided that solely for the purpose of enforcement of the rights of the Administrative Agent, any Issuing Bank and any Lender under this Agreement in Austria, each Loan Party hereby irrevocably and unconditionally also submits, for itself and its property to the jurisdiction of the courts of England. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, any Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Borrower, Holdings or their respective properties in the courts of any jurisdiction.

(b) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

 

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(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(d) Each Loan Party hereby irrevocably designates and appoints Reynolds Consumer Products Holdings LLC as its authorized agent upon which process may be served in any action, suit or proceeding arising out of or relating to this Agreement that may be instituted by the Administrative Agent or any Lender in any Federal or state court in the State of New York. Each Loan Party hereby agrees that service of any process, summons, notice or document by U.S. registered mail addressed to the U.S. Borrower, with written notice of said service to such Person at the address above shall be effective service of process for any action, suit or proceeding brought in any such court.

SECTION 9.16. Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ officers, directors, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or quasi-regulatory authority (such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section 9.16, to (i) any actual or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Holdings or any Subsidiary or any of their respective obligations, (f) with the consent of Holdings or a Borrower or (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 9.16. For the purposes of this Section, “Information” shall mean all information received from the Borrowers or Holdings and related to such Person or its or their business, other than any such information that was available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to its disclosure by the Borrowers or Holdings. Any Person required to maintain the confidentiality of Information as provided in this Section 9.16 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord its own confidential information. Notwithstanding any other provision of this Agreement, any other Loan Document or any Assignment and Acceptance, the provisions of this Section 9.16 shall survive with respect to each Agent and Lender until the second anniversary of such Agent or Lender ceasing to be an Agent or a Lender, respectively.

 

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SECTION 9.17. Conversion of Currencies. (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligations of each party in respect of any sum due to any other party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, such party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Loan Parties contained in this Section 9.17 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

SECTION 9.18. USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of and each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA PATRIOT Act.

SECTION 9.19. Place of Performance. The Parties shall perform their obligations under or in connection with the Loan Documents exclusively at the Place of Performance (as defined below), but in no event at a place in Austria and the performance of any obligations or liability under or in connection with the Loan Documents within the Republic of Austria shall not constitute discharge or performance of such obligation or liability. For the purposes of the above, “Place of Performance” means:

(a) in relation to any payment under or in connection with a Loan Document, the place at which such payment is to be made pursuant to Section 2.19; and

(b) in relation to any other obligation or liability under or in connection with the Loan Documents, the premises of the Administrative Agent in New York or any other place outside of Austria as the Administrative Agent may specify from time to time.

 

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SECTION 9.20. Austrian Stamp Duty. (a) No Party shall bring or send to, or otherwise produce in, Austria a Stamp Duty Sensitive Document or communicate in writing other than in compliance with the Stamp Duty Guidelines, in each case other than in the event that:

(i) it does not cause a liability of a Party to pay stamp duty in the Republic of Austria;

(ii) a Party wishes to enforce any of its rights under or in connection with a Loan Document in any form of proceedings in the Republic of Austria and is only able to do so by bringing or sending to, or otherwise producing in, Austria a Stamp Duty Sensitive Document and it would not be sufficient for that Party to bring or send to, or otherwise produce in, Austria a document that is not a Stamp Duty Sensitive Document (e.g. a simple/uncertified copy (i.e. a copy which is not an original, notarised or certified copy) of the relevant Stamp Duty Sensitive Document) for the purposes of such enforcement; in furtherance of the foregoing, no Party shall (A) object to the introduction into evidence of an uncertified copy of any Stamp Duty Sensitive Document or raise a defence to any action or to the exercise of any remedy on the basis of an original or certified copy of any Stamp Duty Sensitive Document not having been introduced into evidence, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document and (B) if such Party is a party to proceedings before an Austrian court or authority, contest the authenticity (Echtheit) of an uncertified copy of any such Stamp Duty Sensitive Document, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document; or

(iii) a Party is required by law, governmental body, court, authority or agency pursuant to any legal requirement (whether for the purposes of initiating, prosecuting, enforcing or executing any claim or remedy or enforcing any judgment or otherwise) to bring or send a Stamp Duty Sensitive Document into, or otherwise produce a Stamp Duty Sensitive Document in, the Republic of Austria.

(b) Holdings and the Borrowers shall indemnify each Administrative Agent, each Lender and each Issuing Bank against any cost, loss or liability in respect of Austrian stamp duty unless such cost, loss or liability is incurred as a result of the Administrative Agent, a Lender or an Issuing Bank breaching any obligations under Section 9.20(a), in which case the breaching party shall be liable for payment of such stamp duty.

 

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SECTION 9.21. Additional Borrowers; Resignation of Borrowers. (a) (i) Holdings or any Borrower may designate any of its Wholly Owned Subsidiaries as a Borrower under any of the Revolving Credit Commitments or pursuant to an Incremental Assumption Agreement; provided that (x) the Administrative Agent shall be reasonably satisfied that the Lenders of the applicable Class may make loans and other extensions of credit to such Person in such Person’s jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense and (y) the Administrative Agent shall have received, at least five Business Days prior to the date on which such Person is proposed to become a Borrower hereunder, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including to the extent applicable, the USA PATRIOT Act. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Wholly Owned Subsidiary of Holdings, Holdings and the Borrowers, such Wholly Owned Subsidiary of Holdings shall be a Borrower and a party to this Agreement.

(ii) A Person shall cease to be a Borrower hereunder at such time as (x) in the case of an Ancillary Borrower, (A) such Person (1) ceases to be a Subsidiary or (2) is liquidated, dissolved, merged, consolidated, amalgamated, wound-up or otherwise ceases to exist, in each case pursuant to a transaction or other event permitted pursuant to this Agreement or (B) Holdings delivers a written notice to the Administrative Agent (which notice may be contained in the applicable Borrowing Subsidiary Termination) certifying that it is intended such Ancillary Borrower be subject to an event described in paragraph (A)(2) above that is otherwise permitted pursuant to this Agreement and that the release of such Ancillary Borrower is necessary or desirable to effect such event, provided that the related events contemplated by (A)(2) above are consummated reasonably promptly after such release (taking into account all requirements under applicable laws) or (y) no Loans, Fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such Person, no Letters of Credit issued for the account of such Person shall be outstanding and such Person and, in each case, Holdings shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination.

(b) Notwithstanding the foregoing, no Person shall be added as a Borrower hereunder pursuant to this Section 9.21 unless (i) on the effective date of such addition, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the applicable potential Borrower or Borrowers and (ii) except as otherwise specified in the applicable Borrowing Subsidiary Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02 of the Original Credit Agreement.

SECTION 9.22. Application of Proceeds. Upon receipt from any Collateral Agent of the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, following the exercise of remedies provided for in Article VII (or after the Loans have automatically become due and payable as set forth in Article VII), the Administrative Agent shall apply such proceeds as follows:

 

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(a) FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement or any other Loan Document, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

(b) SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent and the Issuing Banks pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); and

(c) THIRD, to the payment in full of all other Bank Obligations (the amounts so applied to be distributed among the Bank Secured Parties pro rata in accordance with the amounts of the Bank Obligations owed to them on the date of any such distribution).

The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement.

SECTION 9.23. Loan Parties’ Agent. (a) Each Loan Party (other than the Loan Parties’ Agent) by its execution of this Agreement or a Guarantor Joinder irrevocably appoints the Loan Parties’ Agent to act on its behalf in relation to the Loan Documents and irrevocably authorizes:

(b) the Loan Parties’ Agent on its behalf to supply all information concerning itself contemplated by this Agreement to the Bank Secured Parties and to give all notices and instructions (including, in the case of a Borrower, Borrowing Requests), to execute on its behalf any Guarantor Joinder, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Loan Party notwithstanding that they may affect such Loan Party, without further reference to or the consent of such Loan Party; and

(c) each Bank Secured Party to give any notice, demand or other communication to such Loan Party pursuant to any Loan Document to the Loan Parties’ Agent, and in each case such Loan Party shall be bound as though such Loan Party itself had given the notices and instructions (including without limitation, any Borrowing Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

 

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(d) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Loan Parties’ Agent or given to the Loan Parties’ Agent under any Loan Document on behalf of another Loan Party or in connection with any Loan Document (whether or not known to any other Loan Party and whether occurring before or after such other Loan Party became a Loan Party under any Loan Document) shall be binding for all purposes on such Loan Party as if such Loan Party had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Loan Parties’ Agent and any other Loan Party, those of the Loan Parties’ Agent shall prevail.

(e) Each Loan Party (other than the Loan Parties’ Agent) hereby releases the Loan Parties’ Agent from any restrictions on self-dealings under any applicable law arising under section 181 of the German Civil Code (Bürgerliches Gesetzbuch).

SECTION 9.24. Loan Modification Offers. (a) Holdings may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes of Loans and/or Commitments (each Class subject to such a Loan Modification Offer, an “Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Holdings. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Affected Class as to which such Lender’s acceptance has been made.

(b) Holdings, each Loan Party and each Accepting Lender shall execute and deliver to the Administrative Agent a Loan Modification Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Notwithstanding anything to the contrary herein, each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Accepting Lenders of the Affected Class. Notwithstanding the foregoing, no Permitted Amendment shall become effective under this Section 9.24 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and/or an officer’s certificate consistent with those delivered on the Closing Date under Section 4.02(a) and (c) of the Original Credit Agreement.

 

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SECTION 9.25. Release or Re-Assignment of Securitization Assets in Connection with a Permitted Receivables Financing. In the event that Securitization Assets become subject to a Permitted Receivables Financing, whether by transfer or conveyance or by placing a security interest, trust or other encumbrance required by a Permitted Receivables Financing with respect to such Securitization Assets, the Lien on such Securitization Assets (including proceeds thereof and any deposit accounts holding exclusively such proceeds) will be automatically released or re-assigned and, effective as of the Amendment No. 3 Effective Date, the Lenders hereby consent to such release or re-assignment and any steps any Agent may take or request to give effect to such release or re-assignment under the governing law of such Lien.

SECTION 9.26. Additional Intercreditor and Security Arrangements. (a) In connection with the incurrence by Holdings or any Subsidiary of any Senior Secured Notes in the form of senior secured loans the obligations in respect of which are to be secured by a Lien on the Collateral that has the same priority as the Liens securing the Bank Obligations, the Administrative Agent agrees, in its discretion, to execute and deliver (and to instruct each Collateral Agent to execute and deliver, as applicable) one or more intercreditor agreements in form and substance reasonably satisfactory to both Holdings and the Administrative Agent containing customary intercreditor provisions as between credit agreement parties and which provide that the holders of a majority in aggregate principal amount of Term Loans and such Senior Secured Notes in the form of senior secured loans, voting as a single class, may direct the Collateral Agents and the Administrative Agent in its capacity as “Applicable Representative” under the First Lien Intercreditor Agreement and “Senior Agent” under the Existing Intercreditor Agreement (and any similar role under any other Intercreditor Agreement) with respect to enforcement or the actions concerning the Collateral (“Other Intercreditor Agreements”) and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the First Lien Intercreditor Agreement, the Existing Intercreditor Agreement or any Other Intercreditor Agreement as may be reasonably deemed necessary or desirable by Holdings and the Administrative Agent (acting reasonably) to give effect to such Other Intercreditor Agreements.

(b) In connection with any incurrence permitted hereunder by Holdings or any Subsidiary of any Senior Secured Notes the obligations in respect of which are to be secured by a Lien on the Collateral that is junior to the Liens securing the Bank Obligations (including by the application of waterfall or other payment ordering provisions), the Administrative Agent agrees, in its discretion, to execute and deliver (and to instruct each Collateral Agent to execute and deliver, as applicable) (i) one or more Junior Lien Intercreditor Agreements and (ii) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the other Intercreditor Agreements and any Security Document as may be reasonably deemed necessary or desirable by Holdings and the Administrative Agent (acting reasonably) to give effect to the incurrence of such Senior Secured Notes and to permit such Senior Secured Notes to be secured by a Lien with such priority as may be designated by Holdings, to the extent such priority is permitted hereunder.

 

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SECTION 9.27. Effect of Certain Inaccuracies. In the event that any financial statement or certificate delivered pursuant to Section 5.04(a) or (b) and Section 5.04(c), respectively, is inaccurate within one year after delivery thereof, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) Holdings shall promptly deliver to the Administrative Agent a corrected financial statement and a corrected compliance certificate for such Applicable Period, (ii) the Applicable Margin for any Applicable Period within the one year period preceding the delivery of such corrected compliance certificate shall be determined based on the corrected compliance certificate and (iii) Holdings shall promptly pay to the Administrative Agent (for the accounts of the applicable Lenders during the Applicable Period or their successors and assigns) the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period. This Section 9.27 shall not limit the rights of the Administrative Agent or the Lenders with respect to Section 2.07 or Article VII.

ARTICLE X

Guarantee

SECTION 10.01. Guarantee. Each Guarantor hereby agrees that it is jointly and severally liable for, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Bank Secured Parties the prompt payment when due, whether at stated maturity, upon acceleration after notice of prepayment or otherwise, and at all times thereafter, of the Bank Obligations. Each Guarantor further agrees that the Bank Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its Guarantee notwithstanding any such extension or renewal.

SECTION 10.02. Guarantee of Payment. This Guarantee is a guarantee of payment when due and not of collection. Each Guarantor waives any right to require any Agent, any Issuing Bank or any Bank Secured Party to sue any Borrower, any other Guarantor, any other guarantor, or any other Person obligated for all or any part of the Bank Obligations (each, an “Obligated Party”), or otherwise to enforce its rights in respect of any collateral securing all or any part of the Bank Obligations.

SECTION 10.03. No Discharge or Diminishment of Guarantee. (a) Except as otherwise provided for herein or set forth on Schedule 10.03 (to the extent that such Schedule 10.03 includes limitations and only in respect of the relevant Guarantors) or otherwise with the consent of the Required Lenders, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Bank Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the Bank Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other guarantor of or other Person liable for any of the Bank Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar

 

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proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, any Agent, any Issuing Bank, any Bank Secured Party, or any other Person, whether in connection herewith or in any unrelated transactions.

(b) Subject to Section 10.03(d), the obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Bank Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Bank Obligations or any part thereof.

(c) Further, subject to the limitations in Schedule 10.03 the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of any Agent, any Issuing Bank or any Bank Secured Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Bank Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Bank Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the Bank Obligations or any obligations of any other guarantor of or other Person liable for any of the Bank Obligations; (iv) any action or failure to act by any Agent, any Issuing Bank or any Bank Secured Party with respect to any collateral securing any part of the Bank Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Bank Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of the Bank Obligations).

(d) Notwithstanding any provision to the contrary contained in this Agreement the Bank Obligations and liabilities of each applicable Guarantor shall be limited by the applicable local provisions and laws set forth in Schedule 10.03 with respect to such Guarantor.

SECTION 10.04. Defenses Waived. To the fullest extent permitted by applicable law, each Guarantor hereby waives any defense based on or arising out of any defense of any Borrower or any Guarantor or the unenforceability of all or any part of the Bank Obligations from any cause, or the cessation from any cause of the liability of the Borrower or any Guarantor, other than the indefeasible payment in full in cash of the Bank Obligations. Furthermore, to the extent specified in Schedule 10.03, each Guarantor waives the rights and defenses therein specified. Without limiting the generality of the foregoing, each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party, or any other Person. Any Collateral Agent may, at its election, foreclose or enforce on any Collateral held by or on behalf of it by one or more judicial or

 

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nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Bank Obligations, and the Administrative Agent may, at its election, compromise or adjust any part of the Bank Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Guarantor under this Guarantee except to the extent the Bank Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against any Obligated Party or any security.

SECTION 10.05. Rights of Subrogation. No Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party (including against any Guarantor that is released from its obligations hereunder pursuant to Section 10.12), or any Collateral, until the Loan Parties have fully performed all their obligations to the Agents, the Issuing Banks and the Bank Secured Parties and the other Secured Parties.

SECTION 10.06. Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Bank Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of any Borrower or otherwise, each Guarantor’s obligations under this Guarantee with respect to that payment shall be reinstated at such time as though the payment had not been made. If acceleration of the time for payment of any of the Bank Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Bank Obligations shall nonetheless be payable by the Guarantors forthwith on demand by the Administrative Agent.

SECTION 10.07. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of each Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Bank Obligations and the nature, scope and extent of the risks that each Guarantor assumes and incurs under this Guarantee, and agrees that none of any Agent, any Issuing Bank or any Bank Secured Party or any other Secured Party shall have any duty to advise any Guarantor of information known to it regarding those circumstances or risks.

SECTION 10.08. Maximum Liability. The provisions of this Guarantee are severable, and in any action or proceeding involving any state corporate law, or any state, Federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guarantee would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under this Guarantee, then, notwithstanding any other provision of this Guarantee to the contrary, the amount of such liability shall, without any further action by the Guarantors or the Bank Secured Parties, be automatically limited and reduced to the highest amount that is valid and enforceable as

 

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determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum Liability”). This Section with respect to the Maximum Liability of each Guarantor is intended solely to preserve the rights of the Bank Secured Parties to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other Person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Bank Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this Guarantee or affecting the rights and remedies of the Bank Secured Parties hereunder; provided that nothing in this sentence shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum Liability.

SECTION 10.09. Contribution. In the event any Guarantor (a “Paying Guarantor”) shall make any payment or payments under this Guarantee or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Guarantee, each other Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Guarantor Percentage” of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Article X, each Non-Paying Guarantor’s “Guarantor Percentage” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from any Borrower after the Closing Date (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Guarantor, the aggregate amount of all monies received by such Guarantors from any Borrower after the Closing Date (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Guarantor’s several liability for the entire amount of the Bank Obligations (up to such Guarantor’s Maximum Liability). Each of the Guarantors covenants and agrees that its right to receive any contribution under this Guarantee from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Bank Obligations. This provision is for the benefit of the Agents, the Issuing Banks, the Lenders, the other Bank Secured Parties and the Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

SECTION 10.10. Subordination. Each Guarantor hereby agrees that all Indebtedness and other monetary obligations owed by it to Holdings or any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

 

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SECTION 10.11. Liability Cumulative. The liability of each Loan Party as a Guarantor under this Article X is in addition to and shall be cumulative with all liabilities of each Loan Party to the Agents, the Issuing Banks, the Lenders and the other Bank Secured Parties under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

SECTION 10.12. Release of Guarantors. Notwithstanding anything in Section 9.08(b) to the contrary, a Guarantor that is a subsidiary of Holdings (other than BP I or any Borrower) shall automatically be released from its obligations hereunder and its Guarantee shall be automatically released (A) upon the consummation of any transaction permitted hereunder as a result of which such Guarantor (i) ceases to be a Subsidiary or (ii) is liquidated, dissolved, merged, consolidated, amalgamated, wound-up, reorganised or otherwise ceases to exist (including as a result of a merger or consolidation into a Person that is not a Guarantor to the extent permitted hereunder), (B) upon delivery by Holdings of a written notice to the Administrative Agent certifying that it is intended that such Guarantor be subject to an event described in paragraph (A)(ii) of this Section 10.12 that is otherwise permitted hereunder and that the release of such Guarantor is necessary or desirable to be able to effect such event; provided that the related events contemplated by paragraph (A)(ii) of this Section 10.12 are consummated reasonably promptly after such release (taking into account all requirements under applicable laws) or (C) upon such Guarantor being designated as an Unrestricted Subsidiary. In connection with any such release, the Agents shall execute and deliver to any such Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Agents.

 

175

Schedule 1.01(a)

to the Third Amended and Restated Credit Agreement

Existing Letters of Credit

 

1. Letter of Credit No. LS2007/006 by order of SIG Euro Holding AG & Co. KGaA in favor of Deutsche Bank AG for the amount of €20,000,000.00, expiring September 11, 2011.

 

2. Letter of Credit No. LS2007/007 by order of SIG Austria Holding GmbH in favor of Raffeisen Zentralbank Oesterreich AG for the amount of €4,000,000.00, expiring September 11, 2011.

Schedule 1.01(b)

to the Third Amended and Restated Credit Agreement

Company Post-Closing Reorganization

See attached Company Post-Closing Reorganization slides.

Schedule 1.01(c)

to the Third Amended and Restated Credit Agreement

Excluded Subsidiaries

The following entities are Excluded Subsidiaries until Holdings otherwise notifies the Administrative Agent in writing:

(a) denotes an investment in associate companies and joint ventures accounted for under the equity method and not controlled by Holdings

(b) denotes an investment that is not accounted for as an associate company or joint venture under the equity method

 

COUNTRY

   

COMPANY

ARGENTINA   
   ALUSUD ARGENTINA S.R.L.
   GRAHAM PACKAGING ARGENTINA S.A.
   GRAHAM PACKAGING SAN MARTIN S.A.
   LIDO PLAST SAN LUIS S.A.
   SIG COMBIBLOC ARGENTINA S.R.L.
BAHRAIN, KINGDOM OF   
   GULF CLOSURES W.L.L.
BELGIUM   
   GRAHAM PACKAGING BELGIUM BVBA
   GRAHAM PACKAGING LUMMEN BVBA
BRAZIL   
   GRAHAM PACKAGING DO BRASIL INDUSTRIA E COMERCIO S.A.
   GRAHAM PACKAGING PARANA LTDA.
   RESIN RIO COMERCIO LTD.
BULGARIA   
   REYNOLDS CONSUMER PRODUCTS BULGARIA EOOD
CANADA   
   GRAHAM PACKAGING CANADA COMPANY
CHILE   
   ALUSUD EMBALAJES CHILE LTDA.
   SIG COMBIBLOC CHILE LIMITADA
CHINA   
   CLOSURE SYSTEMS INTERNATIONAL (GUANGZHOU) LIMITED
   CLOSURE SYSTEMS INTERNATIONAL (WUHAN) LIMITED
   CSI CLOSURE SYSTEMS (HANGZHOU) CO., LTD.
   CSI CLOSURE SYSTEMS (TIANJIN) CO., LTD.
   DONGGUAN PACTIV PACKAGING CO., LTD.
   EVERGREEN PACKAGING (SHANGHAI) CO., LIMITED
   GRAHAM PACKAGING (GUANGZHOU) CO., LTD.
   GRAHAM PACKAGING TRADING (SHANGHAI) CO., LTD.
   REYNOLDS METALS (SHANGHAI) LTD.
   SIG COMBIBLOC (SUZHOU) CO. LTD.

   ZHEIJING ZHONGBAO PACKAGING CO., LTD.
COLOMBIA   
   ALUSUD EMBALAJES COLOMBIA LTDA.
CZECH REPUBLIC   
   SIG COMBIBLOC S.R.O.
EGYPT   
   CLOSURE SYSTEMS INTERNATIONAL (EGYPT) LLC
EL SALVADOR   
   EVERGREEN PACKAGING DE EL SALVADOR S.A. DE C.V.
FINLAND   
   GRAHAM PACKAGING COMPANY OY
FRANCE   
   GRAHAM PACKAGING EUROPE S.N.C.
   GRAHAM PACKAGING FRANCE S.A.S.
   GRAHAM PACKAGING NORMANDY S.A.R.L.
   GRAHAM PACKAGING VILLECOMTAL S.A.R.L.
   SIG COMBIBLOC S.A.R.L.
GERMANY   
   PACTIV FOREST PRODUCTS GMBH
GUERNSEY   
   CRYSTAL INSURANCE COMPANY LIMITED
   MANNEQUIN INSURANCE PCC LIMITED CELL SIG65 (b)
HONG KONG   
   GRAHAM PACKAGING ASIA LIMITED
   ROOTS INVESTMENT HOLDING PRIVATE LIMITED
HUNGARY   
   SIG COMBIBLOC KFT
INDIA   
   CLOSURE SYSTEMS INTERNATIONAL (I) PRIVATE LIMITED
   SIG BEVERAGE MACHINERY AND SYSTEMS (INDIA) PVT. LTD. (IN LIQUIDATION)
INDONESIA   
   PT. GRAHAM PACKAGING INDONESIA
ISRAEL   
   DUCART EVERGREEN PACKAGING LTD (a)
   HA’LAKOACH HA’NEEMAN H’SHEESHIM OU’SHENAYIM LTD.
ITALY   
   GRAHAM PACKAGING COMPANY ITALIA S.R.L.
   S.I.P. S.R.L. SOCIETA IMBALLAGGI PLASTICI S.R.L. (IN LIQUIDATION)
   SIG COMBIBLOC S.R.L.
JAPAN   
   GRAHAM PACKAGING JAPAN GODO KAISHA
KOREA   
   CLOSURE SYSTEMS INTERNATIONAL (KOREA), LTD.
   EVERGREEN PACKAGING KOREA LIMITED
   SIG COMBIBLOC KOREA LTD.
LUXEMBOURG   
   BEVERAGE PACKAGING FACTORING (LUXEMBOURG) S.À R.L.

   BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A. GRAHAM PACKAGING EUROPEAN HOLDINGS (LUXEMBOURG) S.À R.L. GRAHAM PACKAGING EUROPEAN HOLDINGS (LUXEMBOURG) I S.À R.L. GRAHAM PACKAGING EUROPEAN HOLDINGS (LUXEMBOURG) II S.À R.L.
MEXICO   
   ASESORES Y CONSULTORES GRAHAM, S. DE R.L. DE C.V.
   GRAHAM PACKAGING PLASTIC PRODUCTS DE MEXICO S. DE R.L. DE C.V.
   MIDDLE AMERICA M.A., S.A. DE C.V. (IN LIQUIDATION)
   SERVICIOS GRAHAM PACKAGING S. DE R.L. DE C.V.
   SERVICIOS INTEGRALES DE OPERACIÓN, S.A. DE C.V.
   SIG COMBIBLOC MÉXICO S.A. DE C.V.
   SIG SIMONAZZI MÉXICO S.A. DE C.V. (IN LIQUIDATION)
MOROCCO   
   BANAWI EVERGREEN PACKAGING AFRICA SAS (b)
NEPAL   
   CLOSURE SYSTEMS INTERNATIONAL NEPAL PRIVATE LIMITED
NETHERLANDS   
   BEVERAGE PACKAGING HOLDINGS (NETHERLANDS) B.V.
   GRAHAM PACKAGING COMPANY B.V.
   GRAHAM PACKAGING HOLDINGS B.V.
   GRAHAM PACKAGING ZOETERMEER B.V.
   PACTIV EUROPE B.V.
   SIG COMBIBLOC B.V.
PERU   
   ALUSUD PERU S.A.
PHILIPPINES   
   CLOSURE SYSTEMS INTERNATIONAL (PHILIPPINES), INC.
POLAND   
   GRAHAM PACKAGING POLAND SP. Z.O.O.
   OMNI PAC POLAND SP Z.O.O.
   SIG COMBIBLOC SP. Z.O.O.
RUSSIA   
   CSI VOSTOK LIMITED LIABILITY COMPANY
   OOO SIG COMBIBLOC
SAUDI ARABIA   
   BANAWI EVERGREEN PACKAGING COMPANY LIMITED (a)
   SIG COMBIBLOC OBEIKAN COMPANY LIMITED (a)
SINGAPORE   
   PACTIV ASIA PTE LTD
SPAIN   
   CLOSURE SYSTEMS INTERNATIONAL ESPAÑA, S.L.U.
   CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (SPAIN), S.A.
   GRAHAM PACKAGING IBERICA S.L.
   REYNOLDS FOOD PACKAGING SPAIN, S.L.U.
   SIG COMBIBLOC S.A.
SWEDEN   
   SIG COMBIBLOC AB
  

SWITZERLAND   
   WIBILEA AG (b)
TAIWAN   
   EVERGREEN PACKAGING (TAIWAN) CO. LIMITED
   SIG COMBIBLOC TAIWAN LTD.
TURKEY   
   CLOSURE SYSTEMS INTERNATIONAL PLASTIK ITHALAT IHRACAT SANAYI VE TICARET LIMITED SIRKETI
   GRAHAM PLASTPAK PLASTIK AMBALAJ SANAYI A.S.
   SIG COMBIBLOC PAKETLEME VE TICARET LTD. ŞTI.
UK   
   ALPHA PRODUCTS (BRISTOL) LIMITED
   GRAHAM PACKAGING EUROPEAN SERVICES LIMITED
   GRAHAM PACKAGING U.K. LIMITED
   GRAHAM PACKAGING PLASTICS LIMITED
   PACTIV (CAERPHILLY) LIMITED
   PACTIV (FILMS) LIMITED
UNITED ARAB EMIRATES   
   SIG COMBIBLOC OBEIKAN FZCO (a)
USA   
   COAST-PACKING COMPANY (CALIFORNIA GENERAL PARTNERSHIP)
   ECLIPSE CLOSURES, LLC (b)
   GRAHAM PACKAGING COMERC USA LLC
   GRAHAM PACKAGING COMPANY EUROPE LLC
   GRAHAM PACKAGING CONTROLLERS USA LLC
   GRAHAM PACKAGING FRANCE PARTNERS
   GRAHAM PACKAGING INTERNATIONAL PLASTIC PRODUCTS INC.
   GRAHAM PACKAGING LATIN AMERICA, LLC
   GRAHAM PACKAGING LEASING USA LLC
   GRAHAM PACKAGING POLAND L.P.
   GRAHAM PACKAGING TECHNOLOGICAL SPECIALTIES LLC
   PACTIV NA II LLC
VENEZUELA   
   ALUSUD VENEZUELA S.A.
   GRAHAM PACKAGING PLASTICOS DE VENEZUELA C.A.
VIETNAM   
   SIG VIETNAM LTD.

Schedule 1.01(d)

to the Third Amended and Restated Credit Agreement

Mortgaged Property

 

Property Address

   

Record Owner

600 DairyPak Road

Athens, GA

    Blue Ridge Paper Products Inc.

1500 South 14th Street

Clinton, IA

    Blue Ridge Paper Products Inc.

1329 Howell Mill Road

Waynesville, NC

    Blue Ridge Paper Products Inc.

175 Main Street

Canton, NC

    Blue Ridge Paper Products Inc.

7920 Mapleway Drive

Olmsted Falls, OH

    Blue Ridge Paper Products Inc.

4915 Norman Road

Sandston, VA

    Closure Systems International Americas, Inc.

1205 East Elmore Street

Crawfordsville, IN

    Closure Systems International Inc.

1604 East Elmore Street

Crawfordsville, IN

    Closure Systems International Inc.

8363 Metro Drive

Olive Branch, MS

    Closure Systems International Inc.

26 Center Street

Randolph, NY

    Closure Systems International Packaging Machinery, Inc.

5201 Fairfield Boulevard

Pine Bluff, AR

    Evergreen Packaging Inc.

1500 West Main Street

Turlock, CA

    Evergreen Packaging Inc.

2104 Henderson Way

Plant City, FL

    Evergreen Packaging Inc.

3300 West Segerstrom Avenue

Santa Ana, CA

    Graham Packaging Company, L.P.

13300 Interstate Drive

Maryland Heights, MO

    Graham Packaging Company, L.P.

500 Windsor Street

York, PA

    Graham Packaging Company, L.P.

415 South 104th Avenue

Tolleson, AZ

    Graham Packaging PET Technologies Inc.

513 South McClure

Modesto, CA

    Graham Packaging PET Technologies Inc.

280 Industrial Park Road, Northeast

Cartersville, GA

    Graham Packaging PET Technologies Inc.

7959 Vulcan Drive

Florence, KY

    Graham Packaging PET Technologies Inc.

875 American Pacific Drive

Henderson, NV

    Graham Packaging PET Technologies Inc.

7 Technology Drive

Bedford, NH

    Graham Packaging PET Technologies Inc.

725 Industrial Drive

Fremont, OH

    Graham Packaging PET Technologies Inc.

700 Industrial Boulevard

Rockwall, TX

    Graham Packaging PET Technologies Inc.

1111 Imco Parkway

Vandalia, IL

    Graham Packaging Plastic Products Inc.

2515 Independence Road

Iowa City, IA

    Graham Packaging Plastic Products Inc.

170 Stanford Parkway

Findlay, OH

    Graham Packaging Plastic Products Inc.

1000 Diamond Avenue

Red Bluff, CA

    Pactiv LLC

2024 Norris Road

Bakersfield, CA

    Pactiv LLC

15101 Lake Forest Court

Covington, GA

    Pactiv LLC

1100 Taylor Road

Romeoville, IL

    Pactiv LLC

1900 West Field Court

Lake Forest, IL

    Pactiv LLC

437 Centre Road

Frankfort, IL

    Pactiv LLC

578 Old Jackson Highway

Jackson, SC

    Pactiv LLC

3002 Pegasus Drive

Temple, TX

    Pactiv LLC

172 Pactiv Way

Winchester, VA

    Pactiv LLC

2226 East Morton Avenue

Jacksonville, IL

    Reynolds Consumer Products Inc.

2230 East Morton Avenue

Jacksonville, IL

    Reynolds Consumer Products Inc.

500 East Superior Avenue

Jacksonville, IL

    Reynolds Consumer Products Inc.

777 Wheeling Road

Wheeling, IL

    Reynolds Consumer Products Inc.

3000 Pegasus Drive

Temple, TX

    Reynolds Consumer Products Inc.

1333 Highway 270

Malvern, AR

    Reynolds Manufacturing, Inc.

2827 Hale Avenue,

Louisville, KY

    Reynolds Manufacturing, Inc.

1110 East 200 South

Lewiston, UT

    Reynolds Presto Products Inc.

2225 Philpott Road

South Boston, VA

    Reynolds Presto Products Inc.

204 East Third Avenue

Weyauwega, WI

    Reynolds Presto Products Inc.

670 North Perkins Street

Appleton, WI

    Reynolds Presto Products Inc.

1010 Energy Drive

Kilgore, TX

    Southern Plastics Inc.
DE-52441 Linnich Rurstrasse 58, Germany    SIG Combibloc GmbH (Germany)
DE-06886 Wittenberg Platanweg 13, Germany    SIG Combibloc GmbH (Germany)
DE-67547 Worms Mainzer Strasse 185, Germany    Closure Systems International Deutschland GmbH (formerly owned by Closure Systems International Deutschland Real Estate GmbH & Co. KG (Germany) and transferred by operation of law as part of a merger)

Indiana 435

Fracc. Industrial Valle de Saltillo

25100, Saltillo, Coahuila

Mexico

    The Bank of New York Mellon, S.A., Institución de Banca Múltiple, exclusively in its capacity as trustee under the Irrevocable Security Trust Agreement with Reversion Rights number F/00737 (Contrato de Fideicomiso de Garantía con Derechos de Reversión No. F/00737), executed by and among CSI en Saltillo, S. de R.L. de C.V. (formerly named Alcoa CSI de Mexico en Saltillo, S. de R.L. de C.V., and formerly named H-C Industries de Mexico, S.A. de C.V.), as trustor, The Bank of New York Mellon, S.A., Institución de Banca Múltiple, as trustee, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as first place beneficiary.
Lot 1 Deposited Plan 21268 (SA657/97)    Whakatane Mill Limited (New Zealand)

Lot 1 Deposited Plan South Auckland 713

(SA1006/36)

    Whakatane Mill Limited (New Zealand)
Lot 3 Deposited Plan 11091 (SA658/133)    Whakatane Mill Limited (New Zealand)

Lot 2 Deposited Plan 25604 (SA5B/958)    Whakatane Mill Limited (New Zealand)

Lot 1-3 Deposited Plan South Auckland 5082

(SA1743/3)

    Whakatane Mill Limited (New Zealand)
Lot 4 and Part Lot 3 Deposited Plan 21268 (SA1443/56)    Whakatane Mill Limited (New Zealand)
Lot 1 Deposited Plan 30647 (SA802/138)    Whakatane Mill Limited (New Zealand)
Deposited Plan 25358 (SA685/3)    Whakatane Mill Limited (New Zealand)
Allotment 163 Rangitaiki Parish (SA942/52)    Whakatane Mill Limited (New Zealand)

Lot 6 Deposited Plan 375880 (305221 South

Auckland registry)

    Whakatane Mill Limited (New Zealand)

Allotment 309 Parish of Rangitaiki (577451

South Auckland registry)

    Whakatane Mill Limited (New Zealand)

Schedule 1.01(e)

to the Third Amended and Restated Credit Agreement

Subsidiary Guarantors

 

COUNTRY

   

COMPANY

AUSTRALIA   
   WHAKATANE MILL AUSTRALIA PTY LIMITED (ACN 143793659)
AUSTRIA   
   SIG AUSTRIA HOLDING GMBH
   SIG COMBIBLOC GMBH
   SIG COMBIBLOC GMBH & CO. KG
BRAZIL   
   CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.
   SIG BEVERAGES BRASIL LTDA
   SIG COMBIBLOC DO BRASIL LTDA
BRITISH VIRGIN ISLANDS   
   CSI LATIN AMERICAN HOLDINGS CORPORATION
CANADA   
   EVERGREEN PACKAGING CANADA LIMITED
   PACTIV CANADA INC.
COSTA RICA   
   CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA, SOCIEDAD DE RESPONSABILIDAD LIMITADA
GERMANY   
   CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH
   CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH
   OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL
   OMNI-PAC GMBH VERPACKUNGSMITTEL
   PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH
   SIG BEVERAGES GERMANY GMBH
   SIG COMBIBLOC GMBH
   SIG COMBIBLOC HOLDING GMBH
   SIG COMBIBLOC SYSTEMS GMBH
   SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH
   SIG EURO HOLDING AG & CO. KGAA
   SIG INFORMATION TECHNOLOGY GMBH
   SIG INTERNATIONAL SERVICES GMBH
   SIG BETEILIGUNGS GMBH
GUERNSEY   
   SIG ASSET HOLDINGS LIMITED
HONG KONG   
   CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED
   EVERGREEN PACKAGING (HONG KONG) LIMITED
   SIG COMBIBLOC LIMITED
HUNGARY   
   CSI HUNGARY KFT.
JAPAN   
   CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK

COUNTRY

   

COMPANY

   CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED
LUXEMBOURG   
   BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
   BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L.
   BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.
   EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L.
   REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
MEXICO   
   BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.
   CSI EN ENSENADA, S. DE R.L. DE C.V.
   CSI EN SALTILLO, S. DE R.L. DE C.V.
   CSI TECNISERVICIO, S. DE R.L. DE C.V.
   EVERGREEN PACKAGING MEXICO, S. DE R.L. DE C.V.
   GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.
   REYNOLDS METALS COMPANY DE MEXICO, S. DE R.L. DE C.V.
   TECNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.
   PACTIV FOODSERVICE MÉXICO, S. DE R.L. DE C.V.
   GRUPO CORPORATIVO JAGUAR S.A. DE C.V.
   SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.
   SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.
   PACTIV MEXICO S. DE R.L. DE C.V.
NETHERLANDS   
   CLOSURE SYSTEMS INTERNATIONAL B.V.
   EVERGREEN PACKAGING INTERNATIONAL B.V.
   REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.
   REYNOLDS PACKAGING INTERNATIONAL B.V.
NEW ZEALAND   
   WHAKATANE MILL LIMITED
SWITZERLAND   
   SIG ALLCAP AG
   SIG COMBIBLOC GROUP AG
   SIG COMBIBLOC PROCUREMENT AG
   SIG COMBIBLOC (SCHWEIZ) AG
   SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG
   SIG TECHNOLOGY AG
THAILAND   
   SIG COMBIBLOC LTD.
UNITED KINGDOM   
   CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED
   IVEX HOLDINGS, LTD.
   J. & W. BALDWIN (HOLDINGS) LIMITED
   KAMA EUROPE LIMITED
   OMNI-PAC U.K. LIMITED
   REYNOLDS CONSUMER PRODUCTS (UK) LIMITED
   REYNOLDS SUBCO (UK) LIMITED
   SIG COMBIBLOC LIMITED
   SIG HOLDINGS (UK) LIMITED
   THE BALDWIN GROUP LIMITED
  

COUNTRY

   

COMPANY

UNITED STATES   
   BAKERS CHOICE PRODUCTS, INC.
   BCP/GRAHAM HOLDINGS L.L.C.
   BLUE RIDGE HOLDING CORP.
   BLUE RIDGE PAPER PRODUCTS INC.
   BRPP, LLC
   CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
   CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.
   CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY, INC.
   CLOSURE SYSTEMS INTERNATIONAL, INC.
   CLOSURE SYSTEMS MEXICO HOLDINGS LLC
   CSI MEXICO LLC
   CSI SALES & TECHNICAL SERVICES INC.
   EVERGREEN PACKAGING INC.
   EVERGREEN PACKAGING INTERNATIONAL (US) INC.
   EVERGREEN PACKAGING USA INC.
   GPACSUB LLC
   GPC CAPITAL CORP. I
   GPC CAPITAL CORP. II
   GPC HOLDINGS LLC
   GPC OPCO GP LLC
   GPC SUB GP LLC
   GRAHAM PACKAGING ACQUISITION CORP.
   GRAHAM PACKAGING COMPANY INC.
   GRAHAM PACKAGING COMPANY, L.P.
   GRAHAM PACKAGING GP ACQUISITION LLC
   GRAHAM PACKAGING HOLDINGS COMPANY
   GRAHAM PACKAGING LC, L.P.
   GRAHAM PACKAGING LP ACQUISITION LLC
   GRAHAM PACKAGING MINSTER LLC
   GRAHAM PACKAGING PET TECHNOLOGIES INC.
   GRAHAM PACKAGING PLASTIC PRODUCTS INC.
   GRAHAM PACKAGING PX COMPANY
   GRAHAM PACKAGING PX HOLDING CORPORATION
   GRAHAM PACKAGING PX, LLC
   GRAHAM PACKAGING REGIOPLAST STS INC.
   GRAHAM PACKAGING WEST JORDAN, LLC
   GRAHAM RECYCLING COMPANY, L.P.
   NEWSPRING INDUSTRIAL CORP.
   PACTIV GERMANY HOLDINGS, INC.
   PACTIV INTERNATIONAL HOLDINGS INC.
   PACTIV LLC

COUNTRY

   

COMPANY

   PACTIV MANAGEMENT COMPANY LLC
   PCA WEST INC.
   PRAIRIE PACKAGING, INC.
   PWP INDUSTRIES, INC.
   RENPAC HOLDINGS INC.
   REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
   REYNOLDS CONSUMER PRODUCTS INC.
   REYNOLDS FLEXIBLE PACKAGING INC.
   REYNOLDS FOOD PACKAGING LLC
   REYNOLDS GROUP HOLDINGS INC.
   REYNOLDS GROUP ISSUER INC.
   REYNOLDS GROUP ISSUER LLC
   REYNOLDS MANUFACTURING INC.
   REYNOLDS PACKAGING HOLDINGS LLC
   REYNOLDS PACKAGING KAMA INC.
   REYNOLDS PACKAGING LLC
   REYNOLDS PRESTO PRODUCTS INC.
   REYNOLDS SERVICES INC.
   SIG COMBIBLOC INC.
   SIG HOLDING USA, LLC
   SOUTHERN PLASTICS INC.
   ULTRA PAC, INC.

Schedule 1.01(f)

to the Third Amended and Restated Credit Agreement

Transactions

See attached Project Swing Steps Plan & Structure Chart slides.

Schedule 2.01

to the Third Amended and Restated Credit Agreement

Lenders and Commitments

 

Lender

    US Revolving
Credit
Commitment		      European
Revolving
Credit
Commitment		      U.S. Term  Loan
Commitment		      European Term
Loan
Commitment		  

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

       € 16,670,000.00       $ 2,235,000,000.00       € 300,000,000.00   

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

       € 16,670,000.00         

DZ BANK AG

       € 10,000,000.00         

COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A.

       € 23,940,000.00         

SUMITOMO MITSUI BANKING CORP

    $ 11,133,000.00       € 12,720,000.00         

BOS INTERNATIONAL (AUSTRALIA) LTD

    $ 30,000,000.00            

COMMONWEALTH BANK OF AUSTRALIA

    $ 10,000,000.00            

WESTPAC BANKING CORP

    $ 25,000,000.00            

CITIBANK, N.A.

    $ 8,867,000.00            

HSBC BANK USA, NATIONAL ASSOCIATION

    $ 10,000,000.00            

MIZUHO CORPORATE BANK, LTD.

    $ 25,000,000.00            

TOTAL

    $ 120,000,000.00       € 80,000,000.00       $ 2,235,000,000.00       € 300,000,000.00   

Schedule 3.04

to the Third Amended and Restated Credit Agreement

Governmental Approvals

None.

Schedule 3.08

to the Third Amended and Restated Credit Agreement

Subsidiaries

(a) denotes non-Wholly Owned Subsidiaries

(b) denotes an investment in associate companies and joint ventures accounted for under the equity method and not controlled by Holdings

(c) denotes an investment that is not accounted for as an associate company or joint venture under the equity method

(d) held as a nominee or on trust for the majority shareholder of the applicable entity

(e) directors hold the remaining interests in the entity

(f) Evergreen Packaging International B.V. holds a 50% interest in this shareholder

 

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

ALUSUD ARGENTINA S.R.L.

   ARGENTINA  

CSI LATIN AMERICAN HOLDINGS CORPORATION

CLOSURE SYSTEMS INTERNATIONAL B.V.

    

 

 95

5

   

  

  

8,662,750 QUOTAS

455,934 QUOTAS

SIG COMBIBLOC ARGENTINA S.R.L.

   ARGENTINA  

SIG COMBIBLOC DO BRASIL LTDA

SIG COMBIBLOC GMBH, AUSTRIA

    

 

 97.7

2.3

   

  

  

14,844 QUOTAS

348 QUOTAS

WHAKATANE MILL AUSTRALIA PTY LIMITED

   AUSTRALIA   WHAKATANE MILL LIMITED     100      10 ORDINARY

SIG AUSTRIA HOLDING GMBH

   AUSTRIA   SIG COMBIBLOC GROUP AG     100      1 SHARE

SIG COMBIBLOC GMBH

   AUSTRIA   SIG COMBIBLOC GROUP AG     100      1 SHARE

SIG COMBIBLOC GMBH & CO. KG

   AUSTRIA  

SIG AUSTRIA HOLDING GMBH

SIG COMBIBLOC GMBH, AUSTRIA

    

 

 99.984

0.016

   

  

  

1 LIMITED PARTNER

1 GENERAL PARTNER

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

GULF CLOSURES W.L.L. (a)

   BAHRAIN, KINGDOM OF   CLOSURE SYSTEMS INTERNATIONAL B.V.     49      7,399 SHARES

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDACAO LTDA.

   BRAZIL  

CLOSURE SYSTEMS INTERNATIONAL B.V.

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.

    

 

 99.999996

0.000004

   

  

  

24,833,565 QUOTAS

1 QUOTA

SIG BEVERAGES BRASIL LTDA

   BRAZIL  

SIG EURO HOLDING AG & CO KG AA

SIG BEVERAGES GERMANY GMBH

    

 

 99.99

0.01

   

  

  

1,093,274,329 SHARES

10 SHARES

SIG COMBIBLOC DO BRASIL LTDA

   BRAZIL  

SIG AUSTRIA HOLDING GMBH

SIG COMBIBLOC S.A., SPAIN

    

 

 99.99

0.01

   

  

  

180,573,961 SHARES

1 SHARE

CSI LATIN AMERICAN HOLDINGS CORPORATION

   BRITISH VIRGIN ISL.   CLOSURE SYSTEMS INTERNATIONAL B.V.     100      889,282 ORDINARY

REYNOLDS CONSUMER PRODUCTS BULGARIA EOOD

   BULGARIA   REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.     100      10,500 SHARES

EVERGREEN PACKAGING CANADA LIMITED

   CANADA   EVERGREEN PACKAGING INTERNATIONAL B.V.     100      11,000,001 COMMON SHARES

PACTIV CANADA INC.

   CANADA   REYNOLDS PACKAGING INTERNATIONAL B.V.     100      6,988,001 COMMON SHARERS

DOPACO CANADA, INC.

   CANADA   PACTIV CANADA INC.     100      1 COMMON SHARE

GARVEN INCORPORATED

   CANADA   DOPACO CANADA, INC.     100      240 COMMON SHARES

CONFERENCE CUP LTD.

   CANADA   GARVEN INCORPORATED     100     

300 COMMON SHARES

1,636,855,894 CLASS A SPECIAL SHARES

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

ALUSUD EMBALAJES CHILE LTDA.

   CHILE  

CSI LATIN AMERICAN HOLDINGS CORPORATION

CLOSURE SYSTEMS INTERNATIONAL B.V.

    

 

 99.3059

0.6941

   

  

  

OF QUOTAS

OF QUOTAS

SIG COMBIBLOC CHILE LIMITADA

   CHILE  

SIG COMBIBLOC DO BRASIL LTDA

SMART, CRISTIAN EYZAGUIRRE (d)

    

 

 99.9975

0.0025

   

  

   N/A

CLOSURE SYSTEMS INTERNATIONAL (GUANGZHOU) LIMITED

   CHINA   CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED     100      N/A

CLOSURE SYSTEMS INTERNATIONAL (WUHAN) LIMITED

   CHINA   CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED     100      N/A

CSI CLOSURE SYSTEMS (HANGZHOU) CO., LTD.

   CHINA   CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED     100      N/A

CSI CLOSURE SYSTEMS (TIANJIN) CO., LTD.

   CHINA   CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED     100      N/A

DONGGUAN PACTIV PACKAGING CO., LTD. (a)

   CHINA   PACTIV ASIA PTE LTD     51      1,428,000 ORDINARY

EVERGREEN PACKAGING (SHANGHAI) CO., LIMITED

   CHINA   EVERGREEN PACKAGING INTERNATIONAL B.V.     100      N/A

REYNOLDS METALS (SHANGHAI) LTD.

   CHINA   REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.     100      N/A

SIG COMBIBLOC (SUZHOU) CO. LTD.

   CHINA   SIG COMBIBLOC GROUP AG     100      N/A

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

SIG COMBIBLOC PACKAGING TECHNOLOGY SERVICES (SHANGHAI) CO. LTD. (IN LIQUIDATION)

   CHINA   SIG COMBIBLOC GROUP AG     100      N/A

ZHEJIANG ZHONGBAO PACKAGING CO., LTD. (a)

   CHINA   PACTIV ASIA PTE LTD     62.5      12,050,000 UNITS

ALUSUD EMBALAJES COLOMBIA LTDA.

   COLOMBIA  

CSI LATIN AMERICAN HOLDINGS CORPORATION

CLOSURE SYSTEMS INTERNATIONAL B.V.

    

 

 99.99922

0.00078

   

  

  

8,100,864,800 QUOTAS

63,000 QUOTAS

CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA, SOCIEDAD DE RESPONSABILIDAD LIMITADA

   COSTA RICA   CLOSURE SYSTEMS INTERNATIONAL B.V.     100      10 Quotas (SERIES A)

SIG COMBIBLOC S.R.O.

   CZECH REPUBLIC  

SIG AUSTRIA HOLDING GMBH

SIG COMBIBLOC GMBH, AUSTRIA

    

 

 99

1

   

  

   N/A

CLOSURE SYSTEMS INTERNATIONAL (EGYPT) LLC

   EGYPT  

CLOSURE SYSTEMS INTERNATIONAL B.V.

CLOSURE SYSTEMS INTERNATIONAL INC.

    

 

 99

1

   

  

  

27,720 QUOTAS

280 QUOTAS

EVERGREEN PACKAGING DE EL SALVADOR S.A. DE C.V.

   EL SALVADOR  

EVERGREEN PACKAGING INTERNATIONAL B.V.

SIG COMBIBLOC HOLDING GMBH

    

 

 99.99972

0.00028

   

  

  

358,749 SHARES

1 SHARE

SIG COMBIBLOC S.A.R.L.

   FRANCE   SIG COMBIBLOC GMBH, GERMANY     100      N/A

CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH

   GERMANY   CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH     100      N/A

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH

   GERMANY   CLOSURE SYSTEMS INTERNATIONAL B.V.     100      N/A

OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL

   GERMANY   PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH     100      N/A

OMNI-PAC GMBH VERPACKUNGSMITTEL

   GERMANY   PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH     100      N/A

PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH

   GERMANY  

PACTIV HAMBURG HOLDINGS GMBH

PACTIV CORPORATION

    

 

 94

6

   

  

  

23,500 UNITS

1,500 UNITS

PACTIV FOREST PRODUCTS GMBH

   GERMANY  

PACTIV CORPORATION

PACTIV GERMANY HOLDINGS, INC.

    

 

 50

50

   

  

  

511,300 UNITS

511,300 UNITS

PACTIV HAMBURG HOLDINGS GMBH

   GERMANY   SIG COMBIBLOC HOLDING GMBH     100      25,000 UNITS

SIG BEVERAGES GERMANY GMBH

   GERMANY   SIG EURO HOLDING AG & CO KG AA     100      1 SHARE OF EUR 50,000

SIG COMBIBLOC GMBH

   GERMANY  

SIG COMBIBLOC HOLDING GMBH

SIG EURO HOLDING AG & CO KG AA

    

 

 99

1

   

  

  

1 SHARE OF EUR 30,392,500 AND 1 SHARE OF EUR 500

1 SHARE OF EUR 307,000

SIG COMBIBLOC HOLDING GMBH

   GERMANY  

SIG EURO HOLDING AG & CO KG AA

SIG COMBIBLOC GROUP AG

    

 

 94.99

5.01

   

  

  

1 SHARE OF EUR 4,939,480

1 SHARE OF EUR 260,520

SIG COMBIBLOC SYSTEMS GMBH

   GERMANY   SIG COMBIBLOC HOLDING GMBH     100      1 SHARE OF EUR 1,000,000

SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH

   GERMANY   SIG COMBIBLOC SYSTEMS GMBH     100      1 SHARE OF EUR 256,000

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

SIG EURO HOLDING AG & CO. KGAA

   GERMANY  

SIG AUSTRIA HOLDING GMBH

SIG COMBIBLOC GROUP AG

    

 

 94.99

5.01

   

  

  

9,499 REGISTERED

501 REGISTERED

SIG INFORMATION TECHNOLOGY GMBH

   GERMANY   SIG EURO HOLDING AG & CO KG AA     100     

1 SHARE OF EUR 100,000

AND 1 SHARE OF EUR 400,000

SIG INTERNATIONAL SERVICES GMBH

   GERMANY   SIG EURO HOLDING AG & CO KG AA     100      1 SHARE OF EUR 1,000,000

SIG VIETNAM BETEILIGUNGS GMBH

   GERMANY   SIG COMBIBLOC HOLDING GMBH     100      1 SHARE OF EUR 25,000

CRYSTAL INSURANCE COMPANY LIMITED

   GUERNSEY   SIG ASSET HOLDINGS LIMITED     100      N/A

MANNEQUIN INSURANCE PCC LIMITED CELL SIG65 (c)

   GUERNSEY   SIG ASSET HOLDINGS LIMITED     100      1,100

SIG ASSET HOLDINGS LIMITED

   GUERNSEY   SIG COMBIBLOC GROUP AG     100      656 ORDINARY AND 81,647 NON-VOTING RED PREF

CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED

   HONG KONG   CLOSURE SYSTEMS INTERNATIONAL B.V.     100      725,353 CLASS A ORDINARY AND 1 CLASS B NON-VOTING

EVERGREEN PACKAGING (HONG KONG) LIMITED

   HONG KONG   EVERGREEN PACKAGING INTERNATIONAL B.V.     100      1 SHARE

SIG COMBIBLOC LIMITED

   HONG KONG   SIG COMBIBLOC GROUP AG     100      1,029,042,836 ORDINARY

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (HUNGARY) KFT.

   HUNGARY   CLOSURE SYSTEMS INTERNATIONAL B.V.     100      1 ORDINARY BUSINESS QUOTA

CSI HUNGARY KFT.

   HUNGARY   CLOSURE SYSTEMS INTERNATIONAL B.V.     100      1 ORDINARY BUSINESS QUOTA

SIG COMBIBLOC KFT

   HUNGARY  

SIG AUSTRIA HOLDING GMBH

SIG COMBIBLOC GMBH, AUSTRIA

    

 

 99.05

0.95

   

  

   2 ORDINARY BUSINESS QUOTAS

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

CLOSURE SYSTEMS INTERNATIONAL (I) PRIVATE LIMITED

   INDIA  

CLOSURE SYSTEMS INTERNATIONAL B.V.

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.

    

 

 99.9998

0.0002

   

  

  

975,205 EQUITY SHARES

1 EQUITY SHARE

SIG BEVERAGE MACHINERY AND SYSTEMS (INDIA) PVT. LTD. (IN LIQUIDATION) (a)

   INDIA   SIG EURO HOLDING AG & CO KG AA    

 

 99.98

(e

   

) 

   854,400 SHARES

DUCART EVERGREEN PACKAGING LTD (b)

   ISRAEL   EVERGREEN PACKAGING INTERNATIONAL B.V.     50      100 ORDINARY

HA’LAKOACH HA’NEEMAN H’SHEESHIM OU’SHENAYIM LTD.

   ISRAEL   PACTIV INTERNATIONAL HOLDINGS INC.     100      N/A

SIG COMBIBLOC S.R.L.

   ITALY   SIG AUSTRIA HOLDING GMBH     100      N/A

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK

   JAPAN   CLOSURE SYSTEMS INTERNATIONAL B.V.     100      2 ORDINARY

CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED

   JAPAN   CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK     100      174 ORDINARY

CLOSURE SYSTEMS INTERNATIONAL (KOREA), LTD.

   KOREA   CLOSURE SYSTEMS INTERNATIONAL B.V.     100      510,000 COMMON STOCK

EVERGREEN PACKAGING KOREA LIMITED

   KOREA   EVERGREEN PACKAGING INTERNATIONAL B.V.     100      89,948 COMMON STOCK

SIG COMBIBLOC KOREA LTD.

   KOREA   SIG COMBIBLOC LTD. (THAILAND)     100      N/A

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

   LUXEMBOURG   REYNOLDS GROUP HOLDINGS LIMITED     100      13,063,527 SHARES

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.

   LUXEMBOURG   REYNOLDS GROUP HOLDINGS LIMITED     100      1,000 SHARES

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.

   LUXEMBOURG   BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.     100      16,198,773 SHARES

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

EVERGREEN PACKAGING (LUXEMBOURG) S.A.R.L.

   LUXEMBOURG   SIG COMBIBLOC HOLDING GMBH     100      500 SHARES

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

   LUXEMBOURG   BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.     100      3,306 SHARES

BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.

   MEXICO  

GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.

CLOSURE SYSTEMS INTERNATIONAL B.V.

    

 

 99.9996

0.0004

   

  

  

243,596 SHARES

1 SHARE

CENTRAL DE BOLSAS S. DE R.L DE C.V.

   MEXICO  

CSI EN SALTILLO, S. DE R.L. DE C.V.

GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.

    

 

 99.99

0.01

   

  

  

1 EQUITY PARTICIPATION OF $1,069,004,270 PESOS

1 EQUITY PARTICIPATION OF $1 PESO

CSI EN ENSENADA, S. DE R.L. DE C.V.

   MEXICO  

GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.

CSI EN SALTILLO, S. DE R.L. DE C.V.

    

 

 99.9999992

0.0000008

   

  

  

2 EQUITY PARTICIPATIONS OF $132,876,531 PESOS IN THE AGGREGATE

1 EQUITY PARTICIPATION OF $1 PESO

CSI EN SALTILLO, S. DE R.L. DE C.V.

   MEXICO  

GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.

CSI MEXICO LLC

    

 

 99.9999906

0.0000094

   

  

  

2 EQUITY PARTICIPATIONS OF $31,814,675 PESOS IN THE AGGREGATE

2 EQUITY PARTICIPATIONS OF $3 PESOS IN THE AGGREGATE

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

CSI TECNISERVICIO, S. DE R.L. DE C.V.

   MEXICO  

GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.

CSI EN SALTILLO, S. DE R.L. DE C.V.

    

 

 99.9999955

0.0000045

   

  

  

2 EQUITY PARTICIPATIONS OF $22,064,404 PESOS IN THE AGGREGATE

1 EQUITY PARTICIPATION OF $1 PESO

EVERGREEN PACKAGING MEXICO, S. DE R.L. DE C.V.

   MEXICO  

EVERGREEN PACKAGING INTERNATIONAL B.V.

EVERGREEN PACKAGING INC.

    

 

 99.6667

0.3333

   

  

  

1 EQUITY PARTICIPATION OF $2,990 PESOS

1 EQUITY PARTICIPATION OF $10 PESOS

GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.

   MEXICO  

CENTRAL DE BOLSAS, S. DE R.L. DE C.V.

SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.

    

 

 98.83

1.17

   

  

  

2,430,050 SHARES

28,943 SHARES

GRUPO CSI DE MÉXICO, S. DE R.L. DE C.V.

   MEXICO  

CSI MEXICO LLC

CLOSURE SYSTEMS MEXICO HOLDINGS LLC

CLOSURE SYSTEMS INTERNATIONAL B.V.

    

 

 

 52.5

42.5

5

   

  

  

  

1 EQUITY PARTICIPATION OF $94,265,462.41 PESOS

2 EQUITY PARTICIPATIONS OF $76,378,902.79 PESOS IN THE AGGREGATE

1 EQUITY PARTICIPATION OF $8,981,282.38 PESOS

MAXPACK, S. DE R.L. DE C.V.

   MEXICO  

REYNOLDS PACKAGING INTERNATIONAL B.V.

REYNOLDS METALS COMPANY DE MEXICO, S. DE R.L. DE C.V.

    

 

 99.99998

0.00002

   

  

  

2 EQUITY PARTICIPATIONS OF $4,999,999 PESOS IN THE AGGREGATE

1 EQUITY PARTICIPATION OF $1 PESO

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

MIDDLE AMERICA M.A., S.A. DE C.V. (IN LIQUIDATION)

   MEXICO  

SIG EURO HOLDING AG & CO KG AA

SIG COMBIBLOC MEXICO S.A DE C.V.

    

 

 99.99

0.01

   

  

   N/A

PACTIV MEXICO, S. DE R.L. DE C.V.

   MEXICO  

PACTIV INTERNATIONAL HOLDINGS INC

PACTIV CORPORATION

    

 

 99.998

0.002

   

  

  

1 EQUITY PARTICIPATION OF $49,999 PESOS

1 EQUITY PARTICIPATION OF $1 PESO

REYNOLDS METALS COMPANY DE MEXICO, S. DE R.L. DE C.V.

   MEXICO  

REYNOLDS PACKAGING INTERNATIONAL B.V.

CLOSURE SYSTEMS INTERNATIONAL B.V.

    

 

 99.99

0.01

   

  

  

1 EQUITY PARTICIPATION OF $744,562 PESOS

1 EQUITY PARTICIPATION OF $30 PESOS

SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.

   MEXICO  

CENTRAL DE BOLSAS, S. DE R.L. DE C.V.

GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.

    

 

 99.999

0.001

   

  

  

729,549 SHARES

1 SHARE

SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.

   MEXICO  

CENTRAL DE BOLSAS, S. DE R.L. DE C.V.

SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.

    

 

 99.998

0.002

   

  

  

49,999 SHARES

1 SHARE

SERVICIOS INTEGRALES DE OPERACION, S.A. DE C.V.

   MEXICO  

PACTIV MEXICO, S. DE R.L. C.V.

PACTIV CORPORATION

    

 

 99.998

0.002

   

  

  

49,999 SHARES

1 SHARE

SIG COMBIBLOC MÉXICO S.A. DE C.V.

   MEXICO  

SIG COMBIBLOC INC

SIG HOLDING USA INC

    

 

 99.9

0.1

   

  

  

999 SHARES

1 SHARE

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

SIG SIMONAZZI MÉXICO S.A. DE C.V. (IN LIQUIDATION)

   MEXICO  

SIG EURO HOLDING AG & CO KG AA

CONZALEZ DE CASTILLA, FERNAN (d)

    

 

 99.99

0.01

   

  

   N/A

TECNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.

   MEXICO  

GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.

CLOSURE SYSTEMS INTERNATIONAL B.V.

    

 

 98

2

   

  

  

49 SHARES

1 SHARE

BANAWI EVERGREEN PACKAGING AFRICA SAS (c)

   MOROCCO  

BANAWI EVERGREEN PACKAGING COMPANY LIMITED (f)

EVERGREEN PACKAGING INTERNATIONAL B.V.

    

 

 98

1

   

  

  

980 SHARES

10 SHARES

CLOSURE SYSTEMS INTERNATIONAL NEPAL PRIVATE LIMITED (a)

   NEPAL   CLOSURE SYSTEMS INTERNATIONAL B.V.     76      3,176,960 ORDINARY

BEVERAGE PACKAGING HOLDINGS (NETHERLANDS) B.V.

   NETHERLANDS   REYNOLDS PACKAGING INTERNATIONAL B.V.     100      180 ORDINARY

CLOSURE SYSTEMS INTERNATIONAL B.V.

   NETHERLANDS   BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.     100      180 ORDINARY

EVERGREEN PACKAGING INTERNATIONAL B.V.

   NETHERLANDS   EVERGREEN PACKAGING (LUXEMBOURG) S.A.R.L.     100      186 ORDINARY

PACTIV EUROPE B.V.

   NETHERLANDS   PACTIV CORPORATION     100      176 COMMON, 12 PREFERRED A AND 12 PREFERRED B

REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.

   NETHERLANDS   CLOSURE SYSTEMS INTERNATIONAL B.V.     100      181 ORDINARY

REYNOLDS PACKAGING INTERNATIONAL B.V.

   NETHERLANDS   CLOSURE SYSTEMS INTERNATIONAL B.V.     100      180 ORDINARY

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

SIG COMBIBLOC B.V.

   NETHERLANDS   SIG COMBIBLOC GMBH, GERMANY     100      5,000 ORDINARY

WHAKATANE MILL LIMITED

   NEW ZEALAND   SIG COMBIBLOC HOLDING GMBH     100      10,100 ORDINARY

ENVASES PANAMA, S.A.

   PANAMA   EVERGREEN PACKAGING INTERNATIONAL B.V.     100      241,000 ACCIONNES

ALUSUD PERU S.A.

   PERU  

CSI LATIN AMERICAN HOLDINGS CORPORATION

CLOSURE SYSTEMS INTERNATIONAL B.V.

    

 

 99.99996

0.00004

   

  

  

2,347,018

1

CLOSURE SYSTEMS INTERNATIONAL (PHILIPPINES), INC.

   PHILIPPINES  

CLOSURE SYSTEMS INTERNATIONAL B.V.

SMITH, ROBERT EUGENE (d)

MANALANG, ARNEL (d)

ORTIZ, RAYMUNDO (d)

REYES, GLENDA (d)

SANGALANG, OLIVER (d)

    

 

 

 

 

 

 99.9996

0.00007

0.00007

0.00007

0.00007

0.00007

   

  

  

  

  

  

  

1,426,220 COMMON

1 COMMON

1 COMMON

1 COMMON

1 COMMON

1 COMMON

OMNI PAC POLAND SP Z.O.O.

   POLAND   OMNI PAC EKCO GMBH VERPACKUNGSMITTEL     100      N/A

SIG COMBIBLOC SP. Z.O.O.

   POLAND   SIG AUSTRIA HOLDING GMBH     100      N/A

CSI VOSTOK LIMITED LIABILITY COMPANY

   RUSSIA  

CLOSURE SYSTEMS INTERNATIONAL B.V.

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.

    

 

 99.09

0.01

   

% 

  

N/A

N/A

OOO SIG COMBIBLOC

   RUSSIA  

SIG AUSTRIA HOLDING GMBH

SIG COMBIBLOC GMBH, AUSTRIA

    

 

 99.984

0.016

   

  

   N/A

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

BANAWI EVERGREEN PACKAGING COMPANY LIMITED (b)

   SAUDI ARABIA   EVERGREEN PACKAGING INTERNATIONAL B.V.     50      2,500 SHARES

SIG COMBIBLOC OBEIKAN COMPANY LIMITED (b)

   SAUDI ARABIA   SIG COMBIBLOC GMBH, GERMANY     50      N/A

PACTIV ASIA PTE LTD

   SINGAPORE   PACTIV CORPORATION     100      2 ORDINARY

CLOSURE SYSTEMS INTERNATIONAL ESPAÑA, S.L.U.

   SPAIN   CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (SPAIN), S.A.     100      447,602 ORDINARY

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (SPAIN), S.A.

   SPAIN   CLOSURE SYSTEMS INTERNATIONAL B.V.     100      249,049 SHARES

REYNOLDS FOOD PACKAGING SPAIN, S.L.U.

   SPAIN   REYNOLDS PACKAGING INTERNATIONAL B.V.     100      165,289 SHARES

SIG COMBIBLOC S.A.

   SPAIN   SIG COMBIBLOC GMBH, GERMANY     100      N/A

SIG COMBIBLOC AB

   SWEDEN   SIG COMBIBLOC GMBH, GERMANY     100      1,000 SHARES OF SEK 100 EACH

SIG ALLCAP AG

   SWITZERLAND   SIG COMBIBLOC GROUP AG     100      7,000 REGISTERED SHARES

SIG COMBIBLOC (SCHWEIZ) AG

   SWITZERLAND   SIG COMBIBLOC GROUP AG     100      300 REGISTERED SHARES

SIG COMBIBLOC GROUP AG

   SWITZERLAND   BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.     100      6,321,900 REGISTERED SHARES

SIG COMBIBLOC PROCUREMENT AG

   SWITZERLAND   SIG COMBIBLOC GROUP AG     100      2,000 REGISTERED SHARES

SIG REINAG AG

   SWITZERLAND   SIG COMBIBLOC GROUP AG     100      1,000 REGISTERED SHARES

SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG

   SWITZERLAND   SIG COMBIBLOC GROUP AG     100      12,700 REGISTERED SHARES

SIG TECHNOLOGY AG

   SWITZERLAND   SIG ALLCAP AG     100      6,000 REGISTERED SHARES

WIBILEA AG (c)

   SWITZERLAND   SIG COMBIBLOC GROUP AG     42.5      425 SHARES

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

EVERGREEN PACKAGING (TAIWAN) CO. LIMITED

   TAIWAN   EVERGREEN PACKAGING INTERNATIONAL B.V.     100      1,000 SHARES

SIG COMBIBLOC TAIWAN LTD.

   TAIWAN   SIG COMBIBLOC LTD. (THAILAND)     100      N/A

SIG COMBIBLOC LTD.

   THAILAND  

SIG COMBIBLOC HOLDING GMBH

SIG EURO HOLDING AG & CO KGAA

SIG COMBIBLOC GROUP AG

     99.99999     

30,706,928 ORDINARY

1 ORDINARY

1 ORDINARY

CLOSURE SYSTEMS INTERNATIONAL PLASTIK ITHALAT IHRACAT SANAYI VE TICARET LIMITED SIRKETI

   TURKEY  

CLOSURE SYSTEMS INTERNATIONAL B.V.

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.

    

 

 99.998

0.002

   

  

  

41,999 ORDINARY

1 ORDINARY

SIG COMBIBLOC PAKETLEME VE TICARET LTD. ŞTI.

   TURKEY  

SIG AUSTRIA HOLDING GMBH

SIG COMBIBLOC GMBH, AUSTRIA

    

 

 98.8

1.2

   

  

   N/A

ALPHA PRODUCTS (BRISTOL) LIMITED

   UK   J. & W. BALDWIN (HOLDINGS) LIMITED     100      1,000 ORDINARY

CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED

   UK   CLOSURE SYSTEMS INTERNATIONAL B.V.     100      406,794 ORDINARY

IVEX HOLDINGS, LTD.

   UK   REYNOLDS PACKAGING INTERNATIONAL B.V.     100      10,833,337 ORDINARY

J. & W. BALDWIN (HOLDINGS) LIMITED

   UK   THE BALDWIN GROUP LTD.     100      65,000 DEFERRED ORDINARY AND 47,565,000 ORDINARY

KAMA EUROPE LIMITED

   UK   IVEX HOLDINGS LTD.     100      6,667,666 ORDINARY

OMNI-PAC UK LIMITED

   UK   THE BALDWIN GROUP LTD.     100     

5,000 ORDINARY GBP0.01

9,950 ORDINARY GBP1.00

500,000 DEFERRED

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

PACTIV (CAERPHILLY) LIMITED

   UK   J. & W. BALDWIN (HOLDINGS) LIMITED     100      35,450 ORDINARY

PACTIV (FILMS) LIMITED

   UK   J. & W. BALDWIN (HOLDINGS) LIMITED     100      100,000 ORDINARY

PACTIV (STANLEY) LIMITED (IN LIQUIDATION)

   UK   J. & W. BALDWIN (HOLDINGS) LIMITED     100     

45,442 “A” ORDINARY,

1,511,029 “B” ORDINARY

63,912 “C” ORDINARY

4,020 “D” ORDINARY

2,392 “E” ORDINARY

1,309 “F” ORDINARY

1,078 “G” ORDINARY

662 “H” ORDINARY

325,000 PREFERENCE

PACTIV LIMITED (IN LIQUIDATION)

   UK   THE BALDWIN GROUP LTD.     100      52 ORDINARY

REYNOLDS CONSUMER PRODUCTS (UK) LIMITED

   UK   REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.     100      3,711,990 ORDINARY

REYNOLDS SUBCO (UK) LIMITED

   UK   REYNOLDS CONSUMER PRODUCTS (UK) LIMITED     100      42,912,160 ORDINARY

SIG COMBIBLOC LIMITED

   UK   SIG COMBIBLOC HOLDING GMBH     100      1,500,000 ORDINARY

SIG HOLDINGS (UK) LIMITED

   UK   SIG COMBIBLOC GROUP AG     100      1,000,000 ORDINARY

THE BALDWIN GROUP LIMITED

   UK   IVEX HOLDINGS, LTD.     100      5,000,000 COMMON

SIG COMBIBLOC OBEIKAN FZCO (b)

   UNITED ARAB EMIRATES   SIG COMBIBLOC GMBH, GERMANY     50      N/A

BAKER’S CHOICE PRODUCTS, INC.

   USA   REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.     100      1,000 COMMON STOCK

BLUE RIDGE HOLDING CORP.

   USA   EVERGREEN PACKAGING INC     100      100 COMMON SHARES

BLUE RIDGE PAPER PRODUCTS INC.

   USA   BLUE RIDGE HOLDING CORP.     100      1,000 COMMON

BRPP, LLC

   USA   BLUE RIDGE PAPER PRODUCTS INC.     100      100 UNITS

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

BUCEPHALAS ACQUISITION CORP.

   USA   REYNOLDS GROUP HOLDINGS INC.     100      1,000 SHARES

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.

   USA   CLOSURE SYSTEMS INTERNATIONAL INC.     100      8,000 COMMON

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.

   USA   REYNOLDS GROUP HOLDINGS INC.     100      2,000 COMMON

CLOSURE SYSTEMS INTERNATIONAL INC.

   USA   CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.     100      100 COMMON STOCK

CLOSURE SYSTEMS MEXICO HOLDINGS LLC

   USA   CLOSURE SYSTEMS INTERNATIONAL B.V.     100      N/A

COAST-PACKAGING COMPANY (CALIFORNIA GENERAL PARTNERSHIP) (a)

   USA   PCA WEST INC.     50      N/A

CSI MEXICO LLC

   USA   CLOSURE SYSTEMS INTERNATIONAL B.V.     100      N/A

CSI SALES & TECHNICAL SERVICES INC.

   USA   CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.     100      1,000 COMMON STOCK

DOPACO, INC.

   USA   PACTIV CORPORATION     100      100 SHARES OF COMMON

EVERGREEN PACKAGING INC.

   USA   REYNOLDS GROUP HOLDINGS INC.     100      1,640 COMMON STOCK

EVERGREEN PACKAGING INTERNATIONAL (US) INC.

   USA   EVERGREEN PACKAGING USA INC     100      1,000 SHARES

EVERGREEN PACKAGING USA INC.

   USA   EVERGREEN PACKAGING INC     100      1,000 SHARES

NEWSPRING INDUSTRIAL CORP.

   USA   PACTIV CORPORATION     100     

3,291 COMMON STOCK AND

296.24 PREFERRED STOCK SERIES A

PACTIV CORPORATION

   USA   REYNOLDS GROUP HOLDINGS INC.     100      1,000 COMMON STOCK

PACTIV FACTORING LLC

   USA   PACTIV CORPORATION     100      N/A

COMPANY

  

COUNTRY OF
INCORPORATION

  

SHAREHOLDER

   %    

ISSUED CAPITAL

PACTIV GERMANY HOLDINGS, INC.

   USA   PACTIV CORPORATION     100      200 COMMON STOCK

PACTIV INTERNATIONAL HOLDINGS INC.

   USA   PACTIV CORPORATION     100      200 COMMON STOCK

PACTIV MANAGEMENT COMPANY LLC

   USA   PACTIV CORPORATION     100      N/A

PACTIV NA II LLC

   USA   PACTIV CORPORATION     100      N/A

PACTIV RETIREMENT ADMINISTRATION LLC

   USA   PACTIV FACTORING LLC     100      N/A

PACTIV RSA LLC

   USA   PACTIV FACTORING LLC     100      N/A

PCA WEST INC.

   USA   PACTIV CORPORATION     100      200 COMMON STOCK

PRAIRIE PACKAGING, INC.

   USA   PACTIV CORPORATION     100      1,000 COMMON STOCK

PWP HOLDINGS, INC.

   USA   PACTIV CORPORATION     100      1,000 COMMON STOCK

PWP INDUSTRIES, INC.

   USA   PWP HOLDINGS, INC.     100      100 COMMON STOCK

REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.

   USA   REYNOLDS GROUP HOLDINGS INC.     100      2,000 COMMON STOCK

REYNOLDS CONSUMER PRODUCTS, INC.

   USA   REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.     100      100 COMMON STOCK

REYNOLDS FLEXIBLE PACKAGING INC.

   USA   REYNOLDS PACKAGING INC.     100      2,000 COMMON STOCK

REYNOLDS FOIL INC.

   USA   REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.     100      2,000 COMMON STOCK

REYNOLDS FOOD PACKAGING LLC

   USA   REYNOLDS PACKAGING INC.     100      N/A

REYNOLDS GROUP HOLDINGS INC.

   USA   BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.     100      1,000 COMMON

REYNOLDS GROUP ISSUER INC.

   USA   REYNOLDS GROUP HOLDINGS INC.     100      1,000 COMMON

REYNOLDS GROUP ISSUER LLC

   USA   REYNOLDS GROUP HOLDINGS INC.     100      N/A

COMPANY

    COUNTRY OF
INCORPORATION		   

SHAREHOLDER

    %     

ISSUED CAPITAL

REYNOLDS PACKAGING INC.

    USA    REYNOLDS GROUP HOLDINGS INC.      100       2,000 COMMON STOCK

REYNOLDS PACKAGING KAMA INC.

    USA    REYNOLDS PACKAGING INC.      100       1,000 COMMON STOCK

REYNOLDS PACKAGING LLC

    USA    REYNOLDS PACKAGING INC.      100       N/A

CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.

    USA    CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.      100       100 COMMON STOCK

REYNOLDS SERVICES INC.

    USA    REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.      100       1,000 COMMON STOCK

SIG COMBIBLOC INC.

    USA    SIG HOLDING USA INC.      100       35,000 CLASS A COMMON STOCK AND 23,500 6% CUMULATIVE PREFERRED STOCK

SIG HOLDING USA, INC.

    USA    SIG COMBIBLOC GROUP AG      100       1,000 SHARES OF CAPITAL STOCK

SOUTHERN PLASTICS, INC.

    USA    CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.      100       15,000 CLASS A COMMON STOCK

THE CORINTH AND COUNCE RAILROAD COMPANY

    USA    PACTIV CORPORATION      100       3,600 COMMON STOCK

ULTRA PAC, INC.

    USA    REYNOLDS PACKAGING INC.      100       1,064 COMMON STOCK

ECLIPSE CLOSURES, LLC (c)

    USA    CLOSURE SYSTEMS INTERNATIONAL INC.      49       N/A

ALUSUD VENEZUELA S.A.

    VENEZUELA    CSI LATIN AMERICAN HOLDINGS CORPORATION      100       1,154,262 SHARES

SIG VIETNAM LTD.

    VIETNAM    SIG VIETNAM BETEILIGUNGS GMBH      100       N/A

Schedule 3.09

to the Third Amended and Restated Credit Agreement

Litigation

None.

Schedule 3.17

to the Third Amended and Restated Credit Agreement

Environmental Matters

None.

Schedule 3.18

to the Third Amended and Restated Credit Agreement

Insurance

RGHI / RGHL Summary of Material Local Insurance as at August 9, 2011

 

Policy

  

Named Insured

  

Limit of Indemnity

  

Deductible

  

Insurer

General Liability

   Reynolds Group Holdings, Inc.  

Commercial General Liability USD 1,000,000 each occurrence

Damage Rented Premises USD 1,000,000

Medical Expense USD 5,000

Personal and Advertising Injury USD 1,000,000

General Aggregate Limit (other than Products / Completed Operations) USD 10,000,000

Products / Completed Operations Aggregate Limit USD 4,000,000

   USD 1,000,000 per occurrence   Ace American Insurance Company
International Liability  

Reynolds Group

Holdings Limited

  

General Aggregate Limit USD 4,000,000

Products-Completed Operations USD 4,000,000

Personal and Advertising Injury USD 2,000,000

Each Occurrence USD 2,000,000 Premises Damage USD 1,000,000

Medical Expenses USD 50,000 any one person

Employee Benefits Liability

USD 1,000,000

Contingent Auto Liability

USD 2,000,000 per occurrence

 

Foreign Voluntary Workers Compensation: Statutory

 

Bodily Injury by Accident USD 2,000,000 each accident

Bodily Injury by Disease USD 2,000,000

Bodily Injury by Disease USD 2,000,000 each employee

  

Self Insured Retention USD500,000 per occurrence for all products and services offered by Closure Systems International

 

Employee Benefits Liability USD 1,000

   Ace American Insurance Company

Policy

    Named Insured   

Limit of Indemnity

    Deductible   

Insurer

Workers Compensation    Reynolds Group
Holdings, Inc.		    Part One: Statutory
Part Two: Bodily Injury by Accident USD 1,000,000 each accident
Bodily Injury by Disease USD 1,000,000 Policy Limit
Bodily Injury by Disease USD 1,000,000 each employee
Part Three applies to all States except ND, OH, WA, WY		    USD 1,000,000 each
accident		    Ace American Insurance Company & Indemnity Insurance Co. of North America
Automobile Liability    Reynolds Group
Holdings, Inc.		    Liability USD 2,000,000
Medical Payments USD 5,000
Personal Injury Protection Stat & Reject
Uninsured Motorist Stat Min/Reject
Underinsured Motorist Stat Min/Reject		    USD 1,000,000    Ace American Insurance Company

SIG Summary of Material Local Insurance as at August 9, 2011

 

Policy

    Named Insured   

Limit of Indemnity

   

Deductible

    Insurer
General Liability    SIG Combibloc Group
Limited		   

USD 50,000,000 per occurrence and in the
aggregate for all losses combined.

 

Limit of indemnity of local policies (USD or equivalent):

USA: $5,000,000 Combined single limit each occurrence and in the aggregate

All Other Countries: Sales Companies: $2,000,000 Combined single limit each occurrence and in the aggregate Producing Companies: $2,000,000 Combined single limit each occurrence and in the aggregate

   

General Deductible

USD 50,000 Each Occurrence

Special Deductibles:

Buildings/Premises

USD 10,000

Leasehold Property

USD 10,000

Excess Automobile Liability

USD 10,000

Incidental Risks USD 10,000

Personal Liability USD 100

(The equivalent deductible of the Master Contract will apply for the issued local policies)

    AXA Corporate
Solutions

Policy

   Named Insured  

Limit of Indemnity

  

Deductible

   Insurer
Employment Practices Liability   SIG Combibloc Group
AG		  

CHF 5,000,000 each claim and in the aggregate

 

USD 2,300,000 Sublimit in USA

  

USA, Canada or based on law applicable in the USA or Canada CHF 150,000 per loss

Mass / class/ multiparty litigation CHF 300,000 per loss Rest of World CHF 50,000 Punitive Damages CHF 150,000 per loss

   Zurich Insurance
Company Limited
Workers Compensation & Employers liability (USA)   SIG Combibloc  

Workers Compensation: Per state legislation

Employers Liability:

Bodily Injury by Accident

USD 1,000,000 each accident

Bodily Injury by Disease

USD 1,000,000 policy limit

Bodily Injury by Disease

USD 1,000,000 each employee

   Nil   ACE Property &
Casualty Insurance
Company
Automobile Liability   SIG Combibloc Inc.  

Liability USD 1,000,000

Medical Payments USD 5,000

Personal Injury Protection Stat & Reject
Uninsured Motorist Stat Min/Reject
Underinsured Motorist Stat Min/Reject

   USD2,500/1,000   Ace American
Insurance Company

Summary of Material Global Insurance as at August 9, 2011

 

Policy

    Named Insured   Limit of Indemnity    Deductible   

Insurer

Material Damage &

Business

Interruption

    Rank Group Limited and its Subsidiaries and
its Sister Companies as per the Schedule No. 1
and any Subsidiary Company thereof and any
other organization or entity under the control
of the Insured’s named above and over which
it is exercising active management.		   USD 850,000,000 any one loss    USD 7,000,000 any one loss   

Carter Holt Harvey Insurance Limited

 

100% reinsured as follows:

Various Europe Insurers 42.5%

Vero Insurance Limited 15%

XL Group 15%

 

HDI Gerling 12.5% ACE Insurance Limited 9%

Chartis Insurance 6%

Directors and

Officers Liability

    Rank Group Limited, its Subsidiaries, its Sister
Companies as listed in Schedule A (“Sister
Companies”) and the Subsidiaries of each of
the Sister Companies but excluding those
companies listed in Schedule B (“Dormant
Companies”).		   USD 150,000,000    Directors and Officers -Nil

Company Reimbursement -

US $250,000 each & every
claim worldwide excluding
USA/Canada US $500,000
each & every claim

USA/Canada

Company Securities -

US $500,000 each & every
claim

   

Primary Chartis Insurance 1st Excess Zurich Insurance Plc (UK)

2nd Excess Allianz Australia Insurance Ltd

3rd Excess Ace Insurance Ltd

4th Excess Liberty International Underwriters

5th Excess Chubb Insurance Company of Australia

6th Excess Axis Specialty Europe Ltd

7th Excess Zurich Insurance Plc (UK)

Policy

  

Named Insured

  

Limit of Indemnity

  

Deductible

   Insurer
Personal Accident & Business Travel   Rank Group Limited and its Subsidiaries and its Sister Companies as per the Schedule No. 1 and any Subsidiary Company thereof and any other organization or entity under the control of the Insured’s named above and over which it is exercising active management.  

USD 20,000,000 in the Aggregate Extra Territorial Workers Compensation

USD 2,000,000 Charter/Non-Scheduled Flights USD 2,000,000 War Risk

USD 1,000,000

   Nil   Accident & Health International
Underwriting Pty Ltd
Marine Transit  

Rank Group Limited and its Subsidiaries and its Sister Companies as per the Schedule No. 1 and any Subsidiary Company thereof and any other organization or entity under the control of the Insured’s named above and over which it is exercising active management..

 

(Note Pactiv has elected not to insure Marine Transit Insurance).

   USD15,000,000 (or equivalent in any other currency) any one conveyance, location in the ordinary course of transit or (in respect of parcel post) package.  

Global sendings have various deductibles, per entity.

Inland USA shipments –

USD 100,000 however claims

exceeding USD 100,000 payable

in full by Chartis Cover includes DIC/DIL Buyers and Sellers Interest in respect to claims under

USD 100,000

SIG Holdings AG –

USD 50,000

All Assureds -

Employee Relocations

USD 100 – wholly internal

within countries

USD 250 – Overseas except for

USD 500 – Motor Vehicles (containerised)

USD 1,000 – Motor Vehicles (otherwise)

All other sendings not mentioned

above – Nil

   Chartis Insurance

Policy

  

Named Insured

  

Limit of Indemnity

   Deductible  

Insurer

Umbrella & Excess Umbrella Program   Rank Group Limited as per Underlying insurances arranged for: Carter Holt Harvey Limited, Evergreen Packaging Inc, Reynolds Packaging Company Inc, SIG Combibloc Group AG (f.k.a. SIG Holding AG), Pactiv Corporation  

Primary USD 25M excess Primary

1st Excess USD 25M excess USD 25M

2nd Excess USD 25M excess

USD 50M

3rd Excess USD 25M excess USD 75M

4th Excess USD 25M excess USD 100M

5th Excess USD 50M excess USD 125M

6th Excess USD 25M excess USD 175M

7th Excess USD 50M excess USD 200M

8th Excess USD 50M excess USD 250M USD 300,000,000 Limits in Total

   Self Insured Retention

USD 10,000

  

Primary Umbrella Layer Chartis Insurance Company

1st Excess Umbrella Layer XL Insurance

2nd Excess Umbrella Layer Chubb Insurance

3rd Excess Umbrella Layer Great American

4th Excess Umbrella Layer Zurich Insurance

5th Excess Umbrella Layer AWAC

6th Excess Umbrella Layer Great American Insurance Group

7th Excess Umbrella Layer Chartis Insurance

8th Excess Umbrella layer Endurance 50% and Arch 50%.

Schedule 3.19(a)

to the Third Amended and Restated Credit Agreement

UCC Filing Offices

 

Grantor

   

State

   

Filing Office

Graham Packaging PX, LLC

Graham Packaging PX Company

   

 

CA

   

California Secretary of State

Uniform Commercial Code

1500 11th Street, Room 255

Sacramento, CA 95814

Bakers Choice Products, Inc.

BCP/Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Inc.

Closure Systems International Packaging Machinery Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Pactiv LLC

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Holding Corporation

Graham Packaging Regioplast STS Inc.

Pactiv Germany Holdings, Inc.

Pactiv International Holdings Inc.

Pactiv Management Company LLC

PCA West Inc.

Prairie Packaging, Inc.

   

DE

    Delaware Secretary of State Department of Corporations Uniform Commercial Code Division 401 Federal Street Dover, DE 19901

Grantor

   

State

   

Filing Office

PWP Industries, Inc.

RenPac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Presto Products Inc.

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing, Inc.

Reynolds Services Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

SIG Holding USA, LLC

SIG Combibloc Inc.

 

      
Ultra Pac, Inc.   

MN

   

Minnesota Office of the Secretary of State

Retirement Systems of Minnesota Building

60 Empire Drive, Suite 100 St. Paul, MN 55103

Newspring Industrial Corp    NJ    Department of Treasury of the State of New Jersey, UCC Section
BRPP, LLC    NC   

If the filing is sent via mail, the UCC filing address is as follows:

NC Secretary of State

The Uniform Commercial Code Section

PO Box 29626

Raleigh, NC 27626-0626

 

If the filing is sent via overnight courier, the UCC filing address is as follows:

NC Secretary of State

Uniform Commercial Code Section

2 South Salisbury St

Raleigh NC 27601-2903

Southern Plastics Inc.    LA   

East Baton Rouge Clerk of Court

PHYSICAL LOCATION:

Governmental Building

222 St. Louis St.

Baton Rouge, LA 70802

Grantor

   

State

   

Filing Office

     

MAILING ADDRESS:

Attention: Recording Department (1st Floor)

P.O. 1991

Baton Rouge, LA 70821-1991

 

UCC-1 financing statements can be filed with the clerk of court of any Louisiana parish. UCC-3 filings have to be filed in the same parish in which the UCC-1 was filed.

Graham Packaging Holdings Company Graham Recycling Company, L.P.    PA   

Pennsylvania Department of State Uniform Commercial Code Section

401 North Street

Room 206

Harrisburg, PA 17120

Graham Packaging Minster LLC    OH   

Ohio Secretary of State

Uniform Commercial Code Division

180 East Broad Street, 16th Floor

Columbus OH 43215

Graham Packaging West Jordan, LLC    UT   

Utah Department of Commerce

Division of Corporations and Commercial Code

160 East, 300 South, 2nd Floor

Salt Lake City, UT 84111

Closure Systems International B.V. Beverage Packaging Holdings (Luxembourg) III S.àr.l. SIG Combibloc Group AG    DC   

District of Columbia Government Recorder of Deeds

1101 4th Street, SW, 5th Floor Washington DC 20024

Other filings or actions:

 

1. The execution and delivery to the Collateral Agent of Deposit Account Control Agreements and Security Account Control Agreements (as such terms are defined in the U.S. Collateral Agreement), as applicable, in accordance with the terms of the U.S. Collateral Agreement.

2. The filing and/or recordation of Mortgages as described in Section 3.19(c) of this Agreement.

 

3. The taking of the actions required by Article III of the U.S. Collateral Agreement (or that would be so required in the absence of the monetary thresholds set forth therein).

 

4. The taking of any action required by applicable law with respect to contracts, accounts or receivables on which the United States government or any department, agency or instrumentality thereof is the obligor or with respect to property and assets subject to any rights reserved in favor of the United States government.

Schedule 3.19(c)

to the Third Amended and Restated Credit Agreement

Post-Closing Mortgage Amendments

Mortgage amendments need to be recorded as contemplated in Amendment No. 7 for the Mortgages to secure the U.S. Term Loans and the European Term Loans.

Schedule 3.19(d)

to the Third Amended and Restated Credit Agreement

Foreign Pledge Agreement Filing Requirements

Australia

Registration may be required in respect of security interests:

(a) granted by Loan Parties that are incorporated in any jurisdiction of Australia or registered under Part 5B.2 of the Corporations Act 2001 (Cth); and

(b) for the purposes of the Personal Property Securities Act 2009 (Cth), granted in respect of goods or property located in Australia or where the grantor of the security interest is an Australian entity.

Hungary

Registration with (i) the relevant Hungarian court of registration is required in order to perfect quota charges granted over the ownership interests in Hungarian incorporated Loan Parties; and (ii) the central registry of fixed charges and floating charges kept and maintained by the Chamber of Hungarian Public Notaries is required in order to perfect floating charges and fixed charges granted by Hungarian incorporated Loan Parties.

Mexico

Registration of the floating lien pledge agreements with the Public Registry of Commerce is required to be effective before third parties.

The Netherlands

A Dutch law pledge over receivables, a pledge of IP rights and a pledge of moveable must be registered with the Belastingdienst Ondernemingen in order to be valid and enforceable. Under a pledge of bank accounts, a pledge of intercompany receivables and a pledge of insurance rights, notice must be given of the pledge to the respective debtors thereunder for the security that is created thereby to be valid and enforceable. In addition, a pledge of IP rights must be registered with all relevant IP registers in order to be enforceable against third parties. A deed of mortgage of real estate must be registered with the Land Registry (Kadaster) in order to be valid and enforceable.

United Kingdom

Registration with Companies House is required in order to perfect certain types of security interest granted by English incorporated Loan Parties.

Schedule 3.20

to the Third Amended and Restated Credit Agreement

Material Owned Real Property

UNITED STATES OF AMERICA

 

Site Name / Address

   

Property Owner

15101 Lake Forest Drive

Covington, GA 30014

USA

   

Pactiv Corporation

1900 West Field Court

Lake Forest, IL 60045

USA

   

Pactiv Corporation

1100 Taylor Road

Romeoville, IL 60446

USA

   

Pactiv Corporation

5250 North Street

Canandiaigua, NY 14424

USA

   

Pactiv Corporation

3000 Pegasus Drive

Temple, TX 76501-6682

USA

   

Pactiv Corporation

GERMANY

 

Site Name / Address

   

Property Owner

Rurstraße 58

Linnich, NRW 52441

Germany

   

SIG Combibloc GmbH

THAILAND

 

Site Name / Address

   

Property Owner

33 Moo 4 Pluakdaeng

Rayong, 21140

Thailand

   

SIG Combibloc Ltd.

Schedule 6.01

to the Third Amended and Restated Credit Agreement

Existing Indebtedness

 

1. Pactiv Corporation’s 5.875% Notes due 2012, in principal amount of $249.3 million, issued pursuant to the Pactiv Base Indenture.

 

2. Pactiv Corporation’s 8.125% Debentures due 2017 in principal amount of $299.7 million, issued pursuant to the Pactiv Base Indenture.

 

3. Pactiv Corporation’s 6.400% Notes due 2018 in principal amount of $15.7 million, issued pursuant to the Pactiv Base Indenture.

 

4. Pactiv Corporation’s 7.95% Debentures due 2025, in principal amount of $276.4 million, issued pursuant to the Pactiv Base Indenture.

 

5. Pactiv Corporation’s 8.375% of Senior Notes due 2027, in principal amount of $200.0 million, issued pursuant to the Pactiv Base Indenture.

Schedule 6.01(r)

to the Third Amended and Restated Credit Agreement

Company Reorganization Indebtedness

Part 1

Closure Systems International Deutschland GmbH will have an amount of US$800,000 owing to Closure Systems International Holdings (Germany) GmbH.

Part 4

Step 2

 

  • The repayment of €1,064,000,000 of profit participating bonds owing by SIG Finance (Luxembourg) S.àr.l. to SIG Asset Holdings Ltd.

 

  • Creation of a €610 million loan or profit participating bond owing to SIG Asset Holdings Ltd by Beverage Packaging Holdings (Luxembourg) III S.àr.l.

 

  • Creation of a €454 million loan owing to SIG Asset Holdings Ltd by SIG Austria Holding GmbH.

Step 3

 

  • Assignment by way of a capital return of loans owing to SIG Asset Holdings Ltd referred to in Step 2.

 

  • Creation of a €610 million loan or profit participating bond owing to SIG Combibloc Group AG by Beverage Packaging Holdings (Luxembourg) III S.àr.l.

 

  • Creation of a €454 million loan owing to SIG Combibloc Group AG by SIG Austria Holding GmbH.

Step 4

 

  • Transfer by way of dividends of the loans owing to SIG Combibloc Group AG referred to in Step 3 resulting in the repayment of the loan owing by Beverage Packaging Holdings (Luxembourg) III S.àr.l.

 

  • Creation of a €454 million loan owing to Beverage Packaging Holdings (Luxembourg) III S.àr.l. by SIG Austria Holding GmbH.

Step 5

 

  • Beverage Packaging Holdings (Luxembourg) III S.àr.l. repays existing profit participating bonds by transferring the loan owed by SIG Austria Holdings GmbH.

 

  • Creation of a €454 million loan owing to Beverage Packaging Holdings (Luxembourg) I SA by SIG Austria Holding GmbH.

Part 5

Step 1

 

  • Creation of a £28 million loan owed by SIG Euro Holding AG & Co. KGaA to SIG Holdings (UK) Ltd.

Step 2

 

  • Creation of a £28 million loan owed by SIG Euro Holding AG & Co. KGaA to SIG Finanz AG.

Step 3

 

  • Creation of a £28 million loan owed by SIG Euro Holding AG & Co. KGaA to SIG Combibloc Group AG.

Step 4

 

  • Creation of a £28 million loan owed by SIG Euro Holding AG & Co. KGaA to Beverage Packaging Holdings (Luxembourg) III S.àr.l.

Part 6

Step 1

 

  • Creation of a €200 million loan owed by SIG allCap AG to SIG Finanz AG.

Step 2

 

  • Creation of a €200 million loan owed by SIG allCap AG to SIG Combibloc Group AG.

Step 3

 

  • Creation of a €200 million loan owed by SIG allCap AG to Beverage Packaging Holdings (Luxembourg) III S.àr.l.

Part 7

Step 1

 

  • Creation of loans owing to a group entity to be determined by SIG Combibloc Argentina S.R.L. and SIG Combibloc Chile Limitada for amounts to be determined.

Step 2

 

  • Creation of a loan of US$26.1 million owed by SIG Combibloc Argentina S.R.L. to CSI Latin American Holdings Corporation.

 

  • Creation of a loan of US$36.3 million owed by SIG Combibloc Chile Limitada to CSI Latin American Holdings Corporation.

Step 3

 

  • Repayment of the loans owing to CSI Latin American Holdings Corporation referred to Step 2 by the transfer of existing liabilities.

 

  • Creation of a loan of US$26.1 million owed by Alusud Argentina S.R.L. to SIG Combibloc Argentina S.R.L.

 

  • Creation of a loan of US$36.3 million owed by Alusud Embalajes Chile Limitada to SIG Combibloc Chile Limitada.

Step 5

 

  • Creation of a loan owing to CSI Latin American Holdings Corporation by Closure Systems International B.V.

Schedule 6.02

to the Third Amended and Restated Credit Agreement

Existing Liens

1. Japanese property mortgages provided by Closure Systems International Japan, Limited (i) with a value up to JPY200 million, in favor of Mizuho Bank and (ii) with a value up to JPY200 million, in favor of Shinsei Bank.

2. Security Assignment between SIG Combibloc Limited and Fortis Lease UK Limited created on December 21, 2005.

3. Security Assignment between SIG Combibloc Limited and Fortis Lease UK Limited created on March 30, 2006.

4. Assignment of Deposit between SIG Combibloc Limited and Fortis Lease UK Limited created on June 10, 2008.

5. Quebec conventional hypothec without delivery in the amount of $2,185,000.00 granted on March 4, 2010 by Emballage Alimentaire Reynolds Canada Inc./Reynolds Food Packaging Canada Inc. (a predecessor of Pactiv Canada Inc.) in favour of Banque Royale du Canada. 1

 

1 

Note: This entity amalgamated with certain of its subsidiaries on July 1, 2011 and continues as the amalgamated entity, “Pactiv Canada Inc.”

Schedule 6.04(l)

to the Third Amended and Restated Credit Agreement

Existing Investments

Subordinated loan from Holdings to Rank Group Limited pursuant to a Loan Agreement dated February 15, 2008.

Schedule 6.06(b)

to the Third Amended and Restated Credit Agreement

Existing Encumbrances

None.

Schedule 6.07

to the Third Amended and Restated Credit Agreement

Transactions with Affiliates

See Project Swing Steps Plan & Structure Chart slides in Schedule 1.01(f) and Company Post-Closing Reorganization slides in Schedule 1.01(b).

Schedule 6.16

to the Third Amended and Restated Credit Agreement

Specified Negative Covenants for Certain Subsidiaries

Germany:

(a) Notwithstanding the introductory paragraph of Article VI (but without prejudice to the performance of any of the obligations under Article VI by any Loan Party other than a German Loan Party (as defined below)), the covenants set forth in Sections 6.05 (Mergers, Consolidations, Sales of Assets and Acquisitions), 6.06 (Restricted Payments; Restrictive Agreements), 6.07 (Transactions with Affiliates) and 6.08 (Conduct of Business) of the Agreement (as amended from time to time, the “Relevant German Restrictive Covenants”) are not and shall not be given by any Loan Party organized in Germany (each, a “German Loan Party”) other than as provided in this Schedule 6.16.

(b) Notwithstanding paragraph (a),

(i) if any German Loan Party or any of its subsidiaries organized in Germany (the German Loan Parties and each of their respective subsidiaries organized in Germany, the “German Group”) proposes to take or permit any action or circumstance that, if all the Relevant German Restrictive Covenants had been in force with respect to such German Loan Party, would constitute a breach of any of the Relevant German Restrictive Covenants by a member of the German Group, such German Loan Party shall give not less than 20 Business Days’ prior written notice of such action or circumstance to the Administrative Agent, and upon receipt of any such notice, the Administrative Agent shall promptly provide notice thereof to each Lender;

(ii) the Administrative Agent shall be entitled, within 10 Business Days of receipt of such notice, to request that the relevant German Loan Party supply the Administrative Agent such further relevant information (including a sufficient number of copies of such information) as the Administrative Agent, in its reasonable discretion, may consider necessary for the purposes of this Schedule 6.16 and such German Loan Party shall supply such further information promptly, and in any event within 10 Business Days following the date of request therefor;

(iii) if any Lender considers that the relevant action or circumstance (taken alone or together with other actions or circumstances, whether or not permitted hereunder) may have a Material Adverse Effect or materially and adversely affects such Lender’s interests as a Lender under the Loan Documents, it may so notify the Administrative Agent in writing;

(iv) if, within 10 Business Days after the later of (A) receipt by the Administrative Agent of a notice pursuant to clause (i) above and (B) if (x) additional information requested pursuant to clause (ii) above has been received by the Administrative Agent within the prescribed time, the date of such receipt or (y) additional information requested pursuant to clause (ii) above has not been received by the Administrative Agent within the prescribed time, the tenth day following such request, the Administrative Agent has received notices pursuant to clause (iii) above from Lenders which constitute the Required Lenders, the Administrative Agent shall promptly notify the German Loan Party and the Lenders; and

(v) if the Administrative Agent gives notice to a German Loan Party pursuant to clause (iv) above or the relevant action is undertaken or circumstance is permitted prior to the date two Business Days after the latest time for the receipt by the Administrative Agent of notices pursuant to clause (iv) above, the undertaking of the relevant action or permitting of the relevant circumstances shall immediately be deemed to constitute an Event of Default; provided that, for the avoidance of doubt, no failure of any German Loan Party to duly perform or comply with any obligation under a Relevant German Restrictive Covenant shall of itself constitute an Event of Default.

(c) If, in the opinion of the Administrative Agent or the Required Lenders, any of the measures referred to in the Relevant German Restrictive Covenant when implemented by a member of the German Group would negatively affect the risk assessment of the Lenders in respect of the ability of the relevant German Loan Party to perform its obligations under the Loan Documents, Holdings will ensure that the relevant German Loan Party will, to the fullest extent legally permissible, provide additional security (in form and substance satisfactory to the Administrative Agent) to the Bank Secured Parties as soon as possible but in any event within 20 Business Days following a request for the same by the Administrative Agent.

Austria:

(a) Notwithstanding the introductory paragraph of Article VI of (but without prejudice to the performance of any obligation under Article VI by any Loan Party other than an Austrian Loan Party (as defined below)), the covenants set forth in Sections 6.02 (Liens), 6.05 (Mergers, Consolidations, Sales of Assets and Acquisitions) and 6.08 (Conduct of Business) of the Agreement (as amended from time to time, the “Relevant Austrian Restrictive Covenants”) shall not apply to any Loan Party organized in Austria (each, an “Austrian Loan Party”), other than as provided in this Schedule 6.16.

(b) Any Austrian Loan Party shall give the Administrative Agent not less than 10 Business Days’ prior written notice of its intention to take, or omit to take, any act or step which, but for paragraph (a) above, would be restricted or prohibited under the Relevant Austrian Restrictive Covenants and shall provide to the Administrative Agent any relevant information in connection with such proposed action or step referred to in such notice.

(c) The Agent shall be entitled, within 10 Business Days following receipt of such notice, to request such further relevant information as it may consider reasonably necessary for the purposes of this Schedule 6.16, if it reasonably considers that such further information is required to assess whether or not to exercise its rights under this Schedule 6.16, and such Austrian Loan Party shall supply such further information to the Administrative Agent following such request.

(d) The Administrative Agent shall notify such Austrian Loan Party within 10 Business Days following receipt of a notice given under paragraph (b) above (or, if additional information has been requested pursuant to paragraph (c) above, not later than 10 Business Days following the Administrative Agent’s confirmed receipt of such additional information but in no event later than 25 Business Days following receipt by the Administrative Agent of the notice referred to in paragraph (b) above), whether the proposed act or step, or omission to take an act or step, referred to in that notice could reasonably be expected to give rise to a Material Adverse Effect.

(e) If the Administrative Agent notifies such Austrian Loan Party in accordance with paragraph (d) above and within the time limits set forth in paragraphs (c) to (d) above that the act or step, or omission to take an act or step, referred to in such notice given pursuant to paragraph (b) above could reasonably be expected to give rise to a Material Adverse Effect and such Austrian Loan Party nevertheless takes such act or step, or omits to take such act or step, the Administrative Agent shall be entitled to give any notice, or exercise any right or power, it would otherwise be entitled to give or exercise under Article VII (Events of Default).

Schedule 9.20

to the Third Amended and Restated Credit Agreement

Stamp Duty Guidelines

 

1. Introduction

 

1.1 These stamp duty guidelines (the “Guidelines”) shall apply to all written communication of the parties to this Agreement of which this Schedule 9.20 forms part.

 

1.2 In these Guidelines, unless a contrary indication appears a term defined in the Agreement (including by way of reference) has the same meaning when used in these Guidelines.

 

2. Guidelines for Written Communication

 

2.1 Signed written communication that records or otherwise provides evidence of a transaction (Rechtsgeschäft) contemplated by, or referenced in, any Loan Document, whether in the body of the relevant communication, a schedule, an attachment, an annex or an appendix referred to therein or incorporated by reference (Bezugnahme), may only be made from an address outside of the Republic of Austria to an address outside of the Republic of Austria. For the avoidance of doubt, e-mails where the server on which such e-mails will be received or from which such e-mails will be sent is located in the Republic of Austria (e.g. this may be indicated by an e-mail address having a country code top level domain “.at”) or other e-mail addresses where the person sending or the person receiving such e-mail have their ordinary workplace (Arbeitsplatz) in the Republic of Austria must not be signed (see also clause 2.2. and 2.3. below).

 

2.2 Letters that record or otherwise provide evidence of a transaction (Rechtsgeschäft) contemplated by, or referenced in, any Loan Document, whether in the body of the letter, a schedule, an attachment, an annex or an appendix referred to therein or incorporated by reference (Bezugnahme), may only be brought or sent into, or produced in, the Republic of Austria in the following format (provided that no Stamp Duty Sensitive Document is attached):

[party’s letterhead]

Dear.,

[text of message]

Kind regards

NO SIGNATURE OF SENDING PARTY (WHETHER MANUSCRIPT, DIGITAL OR ELECTRONIC)

NO CONTACT DETAILS

DO NOT ATTACH A STAMP DUTY SENSITIVE DOCUMENT CONFIDENTIALITY NOTICES AND OTHER FOOTERS ALLOWED

 

2.3 E-mails and fax messages that record or otherwise provide evidence of a transaction (Rechtsgeschäft) contemplated by, or referenced in, any Loan Document, whether in the body of the e-mail or fax, a schedule, an attachment, an annex or an appendix referred to therein or incorporated by reference (Bezugnahme), may only be brought or sent into, or produced in, the Republic of Austria if in the following format (provided that no Stamp Duty Sensitive Document is attached):

Dear.,

[text of message].

Kind regards

NO SIGNATURE OF SENDING PARTY (WHETHER MANUSCRIPT, DIGITAL OR ELECTRONIC)

NO CONTACT DETAILS OR OTHER AUTOMATICALLY GENERATED FOOTERS THAT REFER TO A PARTY

DO NOT ATTACH A STAMP DUTY SENSITIVE DOCUMENT CONFIDENTIALITY NOTICES AND OTHER FOOTERS ALLOWED

In addition, the footer of such e-mails must not contain the company name, contact details or any other information allowing identification of the sender. The company name, contact details etc. of the original sender of a reply or forwarded message need not be deleted.

Schedule 10.03

to the Third Amended and Restated Credit Agreement

Limitations on Guarantees and Certain Waivers

SECTION 1. Limitations on Guarantees Granted by Dutch Guarantors.

Notwithstanding any provision of the Agreement or any other Loan Document, the obligations of any Loan Party organized in The Netherlands (each, a “Dutch Guarantor”) expressed to be assumed in the Agreement or the other Loan Documents shall be deemed not to be assumed by such Dutch Guarantor to the extent that such assumption would constitute unlawful financial assistance within the meaning of Article 2:207c or 2:98c of the Dutch Civil Code or any other applicable financial assistance rules of any relevant jurisdiction (the “Prohibitions”), and the provisions of the Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt, it is expressly acknowledged that each Dutch Guarantor will continue to guarantee all obligations expressed to be guaranteed in the Agreement and other Loan Documents, to the extent that such obligations do not constitute a violation of the Prohibitions.

SECTION 2. Limitations on Guarantees Granted by Swiss Guarantors.

Notwithstanding any provision of the Agreement or any other Loan Document, if the obligations expressed to be assumed in the Agreement or the other Loan Documents are assumed by any Loan Party organized, or for tax purposes resident, in Switzerland (each, a “Swiss Guarantor”), such Swiss Guarantor shall:

(a) only be liable for obligations contained in the Agreement or under the other Loan Documents (including, any restructuring of such Swiss Guarantor’s rights of set-off and/or subrogation and its duties to subordinate claims) to the extent that the payment of such obligations does not constitute a repayment of capital (Einlagerueckgewaehr), a violation of the legally protected reserves (gesetzlich geschuetzte Reserven) or a payment of a (constructive) dividend prohibited to be made by such Swiss Guarantor by the Swiss Federal Code of Obligations and in the maximum amount of its profits available for the distribution of dividends on the date on which such Swiss Guarantor’s obligations hereunder are due (it being understood that such available profits are the balance sheet profits and any free reserves made for this purpose, in each case, in accordance with the relevant Swiss law); provided that the forgoing limitations do not apply to obligations incurred by (a) any Swiss Guarantor (i) incurred as Borrower under the Agreement, (ii) incurred as borrower under any agreement pursuant to which a Local Facility is made available, (iii) incurred as a party to and beneficiary under any Hedging Agreement, (iv) owed as Cash Management Obligations, provided the Swiss Guarantor is a beneficiary of the Cash Management Services causing such Cash Management Obligations or (v) incurred as a party to and beneficiary under any Additional Agreement (as defined in the First Lien Intercreditor Agreement) or (b) any direct or indirect subsidiary of a Swiss Guarantor (a “Swiss Guarantor’s Subsidiary”) (i) incurred as Borrower under the Agreement, (ii) incurred as borrower under any

agreement pursuant to which a Local Facility is made available, (iii) incurred as a party to and beneficiary under any Hedging Agreement, (iv) owed as Cash Management Obligations (provided the Swiss Guarantor’s Subsidiary is a beneficiary of the Cash Management Services causing such Cash Management Obligations) or (v) incurred as a party to and beneficiary under any Additional Agreement (as defined in the First Lien Intercreditor Agreement).

(b) pass for such payments shareholders’ resolutions for the distribution of dividends in accordance with the relevant provisions of the Swiss Federal Code of Obligations then in effect (it being understood that as of the Closing Date, the profits available for the distribution of dividends as described above must be determined based on an audited balance sheet and such shareholders’ resolutions must be based on a report from the such Swiss Guarantor’s auditors approving the proposed distribution); and

(c) deduct from such payments Swiss Anticipatory Tax (withholding tax) at the rate of 35% (or such other rate as is in effect from time to time) and, subject to any applicable double taxation treaty and/or agreement entered into with the Swiss Federal Tax Administration:

(i) pay such deduction to the Swiss Federal Tax Administration; and

(ii) give evidence to the Administrative Agent, each Lender and/or Issuing Bank (as the case may be) of such deduction in accordance with Section 2.20 of the Agreement;

(iii) but, if such a deduction is made, not be obligated to gross-up pursuant to Section 2.20 of the Agreement to the extent that such gross-up would result in the aggregate amounts paid to the Administrative Agent, each Lender and/or each Issuing Bank (as the case may be) and the Swiss Federal Tax Administration exceeding the maximum amount of such Swiss Guarantor’s profits available for the distribution of dividends.

SECTION 3. Limitations on Guarantees Granted by Austrian Guarantors.

Notwithstanding any other provision of the Agreement or any other Loan Document,

(a) any guarantee or indemnity given by or other obligation assumed by any Loan Party organized in Austria (each, an “Austrian Guarantor”) under Article X of the Agreement is meant as and is to be interpreted as an abstract guarantee agreement (abstrakter Garantievertrag) and not as surety (Bürgschaft) or joint obligation as a borrower (Mitschuldnerschaft), and such Austrian Guarantor undertakes to pay the amounts due under or pursuant to such obligation unconditionally, irrevocably, upon first demand and without raising any defenses (unbedignt, unwiderruflich, über erste Anforderung und Verzicht auf alle Einwendungen);

(b) the obligation of any Austrian Guarantor under the Agreement or any other Loan Document shall be limited so that no assumption of an obligation shall required if such assumption would violate mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften) under Austrian company law, including Sections 82 et seq. of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections 52 and 65 et seq. of the Austrian Stock Corporation Act (Aktiengesetz); and

(c) should any obligation under the Agreement or any other the Loan Document violate or contradict Austrian capital maintenance rules and should therefore be held invalid or unenforceable, such liability and/or obligation shall be deemed to be replaced by a liability and/or obligation of a similar nature that is in compliance with Austrian capital maintenance rules and that provides the best possible security interest in favour of the Administrative Agent or the Collateral Agent, for the ratable benefit of the Secured Parties. By way of example, should it be held that the security created under any Loan Document is contradicting Austrian capital maintenance rules in relation to any amount of the secured obligations, the security created by the respective Loan Document shall be reduced to such an amount of the secured obligations which is permitted pursuant to Austrian capital maintenance rules.

SECTION 4. Waiver and Limitations on Guarantees Granted by Thai Guarantors.

(a) Each Loan Party organized in Thailand (each, a “Thai Guarantor”) irrevocably and unconditionally waives any and all rights to avoid such Thai Guarantor’s obligations under the Guarantee in the Agreement which it may have under Sections 196, 293, 294, 684, 687, 688-690, 694 and 697-701 of the Civil and Commercial Code of Thailand, and agrees not to exercise any of its rights under Sections 693 and 696 of the Civil and Commercial Code of Thailand unless and until the Loan Parties have fully performed all their obligations under the Agreement and all of such obligations have been unconditionally, irrevocably, indefeasibly and fully paid or discharged.

(b) According to the permit under the Alien Business Act of Thailand B.E. 2542 dated May 31, 2011, granted to SIG Combibloc Ltd. (the “Existing Thai Guarantor”), the Existing Thai Guarantor is permitted to guarantee the obligations of Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., SIG Euro Holding AG & Co., KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) II S.A. and Reynolds

Group Issuer (Luxembourg) S.A. (collectively, the “Relevant Obligors”) only. Subject to clause (c) below, the guarantee provided and/or assumed by the Existing Thai Guarantor shall be limited to the debts and obligations of the Relevant Obligors, regardless of whether such debts and obligations of the Relevant Obligors are incurred by themselves or by the inclusion of, assumption of, guaranteeing of, or being jointly liable to, any other party’s debts.

(c) On the effective date of any permit under the Alien Business Act of Thailand B.E. 2542 obtained by the Existing Thai Guarantor from the Director-General of the Department of Business Development, Ministry of Commerce of Thailand in respect of the Existing Thai Guarantor’s guarantee of the obligations of any of Reynolds Group Holdings Limited, Pactiv LLC (formerly known as Pactiv Corporation), Evergreen Packaging Inc., Reynolds Consumer Products Inc. or Beverage Packaging Holdings (Luxembourg) III S.à r.l. (each an “Additional Thai Business Permit”), the guarantee provided and/or assumed by the Existing Thai Guarantor shall extend, without any further action or other formality, to include the debts and obligations of such of Reynolds Group Holdings Limited, Pactiv LLC (formerly known as Pactiv Corporation), Evergreen Packaging Inc., Reynolds Consumer Products Inc. or Beverage Packaging Holdings (Luxembourg) III S.à r.l. as are approved in such Additional Thai Business Permit, regardless of whether such debts and obligations thereof are incurred by themselves or by the inclusion of, assumption of, guaranteeing of, or being jointly liable to, any other party’s debts. For the purpose of this clause, the effective date of each Additional Thai Business Permit means the date of payment of the fees required under such permit or other date as specifically provided in such Additional Thai Business Permit.

SECTION 5. Limitations on Guarantees Granted by German Guarantors.

If the guarantee and indemnity granted in Article X of this Agreement is given by a Loan Party incorporated in Germany in the legal form of a limited liability company (Gesellschaft mit beschränkter Haftung (GmbH)) or a limited partnership where the sole general partner is a GmbH (“GmbH & Co. KG”) (each, a “German Guarantor”), the following shall apply:

(a) The Bank Secured Parties shall be entitled to enforce the Guarantee against the applicable German Guarantor without limitation in respect of:

(i) any and all amounts that are owed under the Loan Documents by such German Guarantor or by any of its Subsidiaries; and

(ii) any and all amounts which correspond to funds that have been borrowed under the Loan Documents to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the applicable German Guarantor or any of its Subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time (in aggregate, the “Unlimited Enforcement Amount”).

(b) Besides an enforcement in respect of the Unlimited Enforcement Amount applicable to any German Guarantor pursuant to paragraph (a) above, the Bank Secured Parties shall not be entitled to enforce the Guarantee against such German Guarantor if and to the extent that:

(i) the Guarantee secures the obligations of a Loan Party that is (x) a shareholder of the German Guarantor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the German Guarantor (other than the German Guarantor and its Subsidiaries); and

(ii) the enforcement would have the effect of (x) reducing such German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung), in each case, provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register on the Closing Date, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Administrative Agent.

(c) The Net Assets shall be calculated as an amount equal to the sum of the values of such German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) assets (consisting of all assets which correspond to the items set forth in section 266 sub-section(2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of such German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section(3) B, C and D of the German Commercial Code), except that:

(i) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for such German Guarantor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(ii) obligations under loans provided to such German Guarantor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or contract at least to the claims of the unsubordinated creditors of such German Guarantor; and

(iii) obligations under loans or other contractual liabilities incurred by such German Guarantor (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) in violation of the provisions of the Loan Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall be based on the same principles that were applied by such German Guarantor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It is understood that the assets of the respective German Guarantor (or, in case of a GmbH & Co. KG, its general partner (Komplementär)) will be assessed at liquidation values (Liquidationswerte) if the managing directors of the applicable German Guarantor (or, in case of a GmbH & Co. KG, its general partner (Komplementär)), at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the applicable German Guarantor (or, in case of a GmbH & Co. KG, its general partner (Komplementär)) can carry on as a going concern (positive Forführungsprognose), in particular when such Guarantee is enforced.

(d) The limitations set out in paragraph (b) above shall only apply if and to the extent that:

(i) without undue delay, but not later than within 5 Business Days, following receipt of a request for payment under the Guarantee by the Administrative Agent (the “Notice”), the applicable German Guarantor shall have confirmed in writing to the Administrative Agent (x) to what extent the Guarantee is an up-stream or cross-stream Guarantee as described in clause (i) of paragraph (b) above and (y) which amount of such up-stream or cross-stream Guarantee cannot be enforced as it would cause the net assets of the applicable German Guarantor to fall below its stated share capital (taking into account the adjustments set out in paragraph (c) above) and such confirmation is supported by evidence reasonably satisfactory to the Agent (acting on behalf of the Bank Secured Parties (the “Management Determination”) and the Bank Secured Parties shall not have contested this and argued that no or a lesser amount would be necessary to maintain the German Guarantor’s stated share capital; or

(ii) within 20 Business Days following the date the Bank Secured Parties shall have contested the Management Determination, the Bank Secured Parties shall have received from the applicable German Guarantor an up-to-date balance sheet prepared by a firm of internationally recognized auditors (the “Determining Auditors”) that shows the value of such German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in paragraph (c) above, provided that the final sentence of paragraph (c) above shall not apply unless the Determining Auditors shall have determined in an independent assessment that the assets of applicable German Guarantor (or, in case of a GmbH & Co. KG, its general partner (Komplementär)) should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to paragraph (c) above.

If such German Guarantor fails to deliver a Balance Sheet within the aforementioned time period, the Bank Secured Parties shall be entitled to enforce the Guarantee irrespective of the limitations set out in paragraph (b) above

(e) If the Bank Secured Parties disagree with the Balance Sheet, they shall be entitled to enforce the Guarantee up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in paragraph (b) above. In relation to any additional amounts for which such German Guarantor is liable under the Guarantee, the Bank Secured Parties shall be entitled to pursue their claims (if any) further and such German Guarantor shall be entitled to prove that this amount is necessary for maintaining its (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) stated share capital (calculated as of the date the demand under the Guarantee was made).

(f) No reduction of the amount enforceable under this Section 5 of Schedule 10.03 shall prejudice the right of the Bank Secured Parties to continue enforcing the Guarantee (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims guaranteed.

SECTION 6. Limitations on Guarantees Granted by Luxembourg Guarantors.

(a) Notwithstanding any other provisions of the Agreement or any other Loan Document, the obligations of any Guarantor incorporated in Luxembourg (the “Luxembourg Guarantor”) under (i) Section 10.01 of the Agreement, (ii) Article X of the November 2009 Senior Secured Note Indenture, (iii) Article X of May 2010 Senior Unsecured Note Indenture, (iv) Article X of the October 2010 Senior Secured Note Indenture, (v) Article X of the October 2010 Senior Unsecured Note Indenture, (vi) Article X of the February 2011 Senior Secured Note Indenture, (vii) Article X of the February 2011 Senior Unsecured Note Indenture, (viii) Article X of the August 2011 Senior Secured Note Indenture, (ix) Article X of the August 2011 Senior Unsecured Note Indenture (x) Article X of the February 2012 Senior Unsecured Note Indenture, (xi) Article X of the September 2012 Senior Secured Note Indenture and (xii) any other guarantee commitment contained in an agreement, including, but not limited to, any facility, loan agreement or indenture which Holdings and the Administrative Agent agree is subject to this limitation, in each case in respect of the obligations of any Loan Party that is not a direct or indirect subsidiary of such Luxembourg Guarantor (in this Schedule the “Luxembourg Guarantees”), shall be limited to the aggregate maximum amount (if any) permitted under applicable Luxembourg law.

(b) For the avoidance of doubt, clause (a) shall not apply to or in any way limit any security interests granted by a collateral agreement entered into by a Luxembourg Guarantor.

SECTION 7. Waiver by Guernsey Guarantors.

Any Loan Party organized in Guernsey irrevocably waives and abandons any right which it has or may at any time have under the existing or future laws of Guernsey pursuant to the principle of “droit de discussion” or otherwise, requiring that recourse be had to the assets of any party before any action is taken under the Agreement against it, and further irrevocably waives and abandons any right it has or may have at any time under the existing or future laws of Guernsey, pursuant to the principle of “droit de division” or otherwise, to require that any other party be made a party to any proceedings, or that its liability be divided or apportioned with any other party or reduced in any manner whatsoever.

SECTION 8. Waiver by Mexican Guarantors.

Any Loan Party organized in Mexico (each, a “Mexican Guarantor”) expressly acknowledges that the Guarantee is governed by the laws of the State of New York and expressly agrees that any rights and privileges that it might otherwise have under the laws of Mexico shall not be applicable to such Guarantee, including, but not limited to, any benefit of orden, excusión, división, quita, novación, espera and modificación which may be available to it under articles 2813, 2814, 2815, 2816, 2821, 2822, 2823, 2827, 2836, 2840, 2845, 2847, 2848 and 2849 of the Federal Civil Code of Mexico and the corresponding articles under the Civil Code in effect for the Federal District of Mexico

and in all other states of Mexico, and such acknowledgment and agreement are without prejudice to such Mexican Guarantor’s rights and/or privileges under the laws of New York (as such rights have been modified by and/or waived in the Loan Documents). Each Mexican Guarantor incorporated in Mexico represents that it is familiar with the contents of these articles and agrees that there is no need to reproduce them herein.

SECTION 9. Limitations on Guarantees Granted by English and Welsh Guarantors.

Notwithstanding any other provision of the Agreement or any other Loan Document, the Guarantee of any Loan Party organized in England or Wales shall not apply to any obligation to the extent that it would result in such Guarantee constituting unlawful financial assistance within the meaning of Section 678 or 679 of the Companies Act 2006 (as amended or replaced).

SECTION 10. Limitations on Guarantees Granted by Hong Kong Guarantors.

Notwithstanding any other provision of the Agreement or any other Loan Document, the Guarantee of any Loan Party organized in Hong Kong (each, a “Hong Kong Guarantor”) shall not apply to any obligation to the extent that it would result in such Guarantee constituting a breach of Section 47A (Prohibition of Financial Assistance) of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (as amended or replaced).

SECTION 11. Limitations on Guarantees Granted by Additional Guarantors.

Notwithstanding any other provision of the Agreement or any other Loan Document, the Guarantee given by any Subsidiary that becomes a Guarantor after the Effective Date (an “Additional Guarantor”) is subject to any limitations set forth in the Guarantor Joinder Agreement applicable to such Additional Guarantor.

EXHIBIT A

The taking of this document or any certified copy of it or any other 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 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 this 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 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 this document to an Austrian addressee.

[FORM OF]

ADMINISTRATIVE QUESTIONNAIRE

REYNOLDS GROUP HOLDINGS LIMITED

 

Agent Information    Agent Closing Contact
Credit Suisse AG    Fay Rollins
Eleven Madison Avenue    Tel: (212) 325-9041
New York, NY 10010    Fax: (212) 538-9120
   Desktop: (212) 743-1422
   E-Mail: fay.rollins@credit-suisse.com
Agent Wire Instructions   
BANK OF NEW YORK, NY   
ABA Number: 021-000-018   
Account Name: CS Cayman Agency   
Account Number: 8900492627   

 

It is very important that all of the requested information be completed accurately and that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity.

 

Legal Name of Lender to appear in Documentation:  

 

Signature Block Information:                                                                                                                                                 

 

  •  

Signing Credit Agreement     ¨  Yes    ¨  No

 

  •  

Coming in via Assignment    ¨  Yes    ¨  No

Type of Lender:                                                                                                                                                                      

(Bank, Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other-please specify)

Lender Parent:                                                                                                                                                                         

 

A-2

   Contacts/Notification Methods: Borrowings,  Paydowns, Interest, Fees, etc.       

 

    

Primary Credit Contact

       

Secondary Credit Contact

    
Name:  

 

    

 

  
Company:  

 

    

 

  
Title:  

 

    

 

  
Address:  

 

    

 

  
 

 

    

 

  
Telephone:      

 

    

 

  
Facsimile:  

 

    

 

  
E-Mail Address:                                                                                

 

  

 

    

Primary Operations Contact

       

Secondary Operations Contact

    
Name:  

 

    

 

  
Company:  

 

    

 

  
Title:  

 

    

 

  
Address:  

 

    

 

  

 

Lender’s Domestic Wire Instructions  

 

Bank Name:   

 

ABA/Routing No.:   

 

Account Name:   

 

Account No.:   

 

FFC Account Name:   

 

FFC Account No.:   

 

Attention:   

 

Reference:   

 

 

A-3

EXHIBIT B

The taking of this document or any certified copy of it or any other 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 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 this 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 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 this document to an Austrian addressee.

[FORM OF]

ASSIGNMENT AND ACCEPTANCE

This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Reference is made 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, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap 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 liability company, the Guarantors, the Lenders and CREDIT SUISSE AG, as administrative agent, receipt of a copy of which is hereby acknowledged by the Assignee.

Capitalized terms used in this Assignment and Acceptance and not otherwise defined herein have the meanings specified in the Third Amended and Restated Credit Agreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Third Amended and Restated Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Third Amended and Restated Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below (including participations in any Letters of Credit included in such facility), (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Third Amended and Restated Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above and (iii) all of the Assignor’s rights and obligations in its capacity as a Bank Secured Party under the First Lien Intercreditor Agreement or a Senior Creditor under the Existing Intercreditor Agreement and any other documents or instruments delivered pursuant thereto (the rights and obligations sold and assigned pursuant to clauses (i), (ii) and (iii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

 

  1. Assignor (the “Assignor”):

 

  2. Assignee (the “Assignee”):

 

       Assignee is an Affiliate of: [Name of Lender]

 

       Assignee is a Related Fund of: [Name of Lender]

 

  3. Assignee’s Address for Notices:

 

  4. Assigned Interest:

 

Facility

    Aggregate Amount  of
Commitment/Loans
of all Lenders		      Amount  of
Commitment/Loans
Assigned		      Percentage Assigned
of  Commitment/
Loans		  

US Term Loans ($)

    $         $           %   

European Term Loans (€)

    €         €           %   

US Revolving Credit Facility ($)

    $         $           %   

European Revolving Credit Facility (€)

    €         €           %   

Effective Date:

 

B-2

The terms set forth in this Assignment and Acceptance are hereby agreed to:

 

[NAME OF ASSIGNOR], as Assignor,
By:    
  Name:
  Title:

 

[NAME OF ASSIGNEE], as Assignee,
By:  

 

  Name:
  Title:

 

B-3

[Consented to and] Accepted:

 

CREDIT SUISSE AG, CAYMAN ISLANDS

BRANCH, as Administrative Agent and Issuing Bank,

By:

  

 

 

Name:

 

Title:

By:

  

 

 

Name:

 

Title:

 

[Consented to]:

 

[Borrower(s)][Holdings, as Loan Parties’ Agent on

behalf of the Borrowers],

By:

  

 

  Name:
  Title:

 

B-4

[                         ], as Issuing Bank,

By:

  

 

  Name:
  Title:

 

B-5

Annex I

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Third Amended and Restated Credit Agreement or any of the Intercreditor Agreements, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Third Amended and Restated Credit Agreement, (iii) the financial condition of each of the U.S. Borrowers, the European Borrowers or any of the Subsidiaries or Affiliates or any other Person obligated in respect of the Third Amended and Restated Credit Agreement or (iv) the performance or observance by the U.S. Borrowers, the European Borrowers or any of their Subsidiaries or Affiliates or any other Person of any of their obligations under the Third Amended and Restated Credit Agreement or the Intercreditor Agreements.

1.2. Assignee.

(a) The Assignee represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Third Amended and Restated Credit Agreement and a party to the Intercreditor Agreements in effect on the Effective Date, (ii) it satisfies the requirements, if any, specified in the Third Amended and Restated Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of (A) the Third Amended and Restated Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender under the Third Amended and Restated Credit Agreement, (B) the First Lien Intercreditor Agreement as a Bank Secured Party thereunder and (C) the Existing Intercreditor Agreement as a Senior Creditor thereunder, (iv) it has received a copy of (A) the Third Amended and Restated Credit Agreement and (B) each of the Intercreditor Agreements in effect on the Effective Date, together with copies of the most recent financial statements referred to in Section 3.05 of the Third Amended and Restated Credit Agreement or delivered pursuant to Section 5.04 of the Third Amended and Restated Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any Agent or any other Lender, (v) attached to this Assignment and Acceptance is any documentation required to be delivered by it pursuant to Section 2.20 of the Third Amended and Restated Credit Agreement, duly completed and executed by the Assignee, (vi) it has received a copy of each of the German

Security Documents (as defined in the First Lien Intercreditor Agreement) of an accessory nature (the pledge agreements), is aware of their contents and hereby expressly consents to and ratifies (genehmigt) the declarations of the Collateral Agent made as representative without power of attorney (Vertreter ohne Vertretungsmacht) on behalf of the undersigned as a Secured Party (as defined in the First Lien Intercreditor Agreement), as future pledgee in such German Security Documents, and (vii) if such assignment is for less than €50,000, Assignee is a “professional market party” (professionele marktpartij) within the meaning of the Dutch Financial Supervision Act (Wet op het financieel toezicht) including any and all decrees and regulations issued pursuant thereto.

The Assignee agrees that (i) it will, independently and without reliance on the Assignor, any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Third Amended and Restated Credit Agreement, (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Third Amended and Restated Credit Agreement are required to be performed by it as a Lender, (iii) it hereby appoints and authorizes the Administrative Agent and the Collateral Agents to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent and the Collateral Agents, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto and (iv) it will be bound by and become a party to, as if originally named a Bank Secured Party therein, the First Lien Intercreditor Agreement.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. Place of Performance.

The parties to this Assignment and Acceptance shall perform their obligations under or in connection with this Assignment and Acceptance exclusively at the Place of Performance (as defined below), but in no event at a place in Austria and the performance of any obligations or liability under or in connection with this Assignment and Acceptance within the Republic of Austria shall not constitute a discharge or performance of such obligation or liability.

For the purposes of the above, “Place of Performance” means:

(a) in relation to any payment under or in connection with this Assignment and Acceptance, the place at which such payment is to be made pursuant to Section 2.19 of the Third Amended and Restated Credit Agreement; and

(b) in relation to any other obligation or liability under or in connection with this Assignment and Acceptance, the premises of the Administrative Agent in New York or any other place outside of Austria as the Administrative Agent may specify from time to time.

4. General Provisions. This Assignment and Acceptance shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute

 

2

one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be construed in accordance with and governed by the law of the State of New York.

 

3

EXHIBIT C

The taking of this document or any certified copy of it or any other 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 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 this 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 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 this document to an Austrian addressee.

[FORM OF]

BORROWING REQUEST

 

To: Credit Suisse AG, as Administrative Agent

Eleven Madison Avenue

New York, NY 10010

Attention: Agency Group

[Date]

Ladies and Gentlemen:

Reference is made 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 (“RGHI”), REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company (“Reynolds”), PACTIV LLC, a Delaware limited liability company (“Pactiv”), CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation (“Closure US”), EVERGREEN PACKAGING INC., a Delaware corporation (“Evergreen”), REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation (“RCPI”), SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares (“SIG Euro”), SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung) (“SIG Austria”), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“Closure Netherlands”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) (“BP III”), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company (“Holdings”), the Guarantors, the Lenders and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Third Amended and Restated Credit Agreement.

[Holdings, on behalf of,1][RGHI][Reynolds][Pactiv][Closure US][Evergreen][RCPI][BP III][SIG Euro][SIG Austria][Closure Netherlands] hereby requests (select one):

A Borrowing of new Loans (the “Requested Borrowing”)

[Holdings, on behalf of,][RGHI][Reynolds][Pactiv][Closure US][Evergreen][RCPI][BP III][SIG Euro][SIG Austria][Closure Netherlands] requests and instructs the Administrative Agent to make the Requested Borrowing available to such Borrower by (check whichever is applicable):

 

   

depositing the same in the following account maintained with Administrative Agent:

 

   

 

wire transfer in accordance with the following wiring instructions:

 

A conversion of Loans

  

A continuation of Loans

  
to be made on the terms set forth below:  

 

(A)

    Facility of Borrowing2     

(B)

    Date of Borrowing, conversion or continuation (which is a Business Day)     

(C)

    Principal amount     

(D)

    Type of Loan3     

(E)

    Interest Period4     

(F)

    Currency of Loan     

The above request has been made to the Administrative Agent by telephone at [            ].

 

 

1 

Holdings may make a request and sign on behalf of any Borrower as Loan Parties’ Agent.

2 

U.S. Term Loan, European Term Loan, Other Term Loan, U.S. Revolving Loan, European Revolving Loan or Other Revolving Loan.

3 

Specify Eurocurrency or Alternate Base Rate.

4 

Applicable for Eurocurrency Borrowing only.

 

C-2

[[Holdings, on behalf of,5][RGHI][Reynolds][Pactiv][Closure US][Evergreen][RCPI][BP III][SIG Euro][SIG Austria][Closure Netherlands] hereby represents and warrants to the Administrative Agent and the Lenders that, on the date of Borrowing, the conditions to borrowing specified in Section 4.01 of the Third Amended and Restated Credit Agreement have been satisfied.]6

 

  [REYNOLDS GROUP HOLDINGS LIMITED, on behalf of,]
  [REYNOLDS GROUP HOLDINGS INC.]
  [REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC]
 

[PACTIV LLC]

[CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.]

  [EVERGREEN PACKAGING INC.]
  [REYNOLDS CONSUMER PRODUCTS INC.]
  [BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L.]
  [SIG EURO HOLDING AG & CO. KGAA]
  [SIG AUSTRIA HOLDING GMBH]
  [CLOSURE SYSTEMS INTERNATIONAL B.V.]
  By:                                                                                      
 

Name:

 

Title:

 

 

5 

Holdings may make a request and sign on behalf of any Borrower as Loan Parties’ Agent.

6 

Insert bracketed language if the Borrower is requesting a Borrowing of new Loans.

 

C-3

EXHIBIT D

The taking of this document or any certified copy of it or any other 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 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 this 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 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 this document to an Austrian addressee.

GUARANTOR JOINDER (this “Joinder”) dated as of [•], 20[•] 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 INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), 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 liability company, the Guarantors, the Lenders and CREDIT SUISSE AG, as Administrative Agent.

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Third Amended and Restated Credit Agreement.

B. The Guarantors have entered into the Third Amended and Restated Credit Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters

of Credit. Section 5.12 of the Third Amended and Restated Credit Agreement provides that additional Subsidiaries may become Guarantors under the Third Amended and Restated Credit Agreement by execution and delivery of an instrument substantially in the form of this Joinder. The undersigned Borrower or Subsidiary (the “New Guarantor”) is executing this Joinder in accordance with the requirements of the Third Amended and Restated Credit Agreement to become a Guarantor under the Third Amended and Restated Credit Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

SECTION 1. (a) In accordance with Section 5.12 of the Third Amended and Restated Credit Agreement, the New Guarantor by its signature below becomes a Guarantor under the Third Amended and Restated Credit Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (i) agrees to all the terms and provisions of the Third Amended and Restated Credit Agreement applicable to it as a Guarantor thereunder and (ii) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. Each reference to a “Guarantor” in the Third Amended and Restated Credit Agreement shall be deemed to include the New Guarantor. The Third Amended and Restated Credit Agreement is hereby incorporated herein by reference.

[(b)] [Include if the New Guarantor is organized in Mexico: The New Guarantor acknowledges and represents that (i) it will receive valuable direct or indirect benefits as a result of the entering into of this Joinder and the transactions contemplated by the Loan Documents; (ii) it is solvent pursuant to the terms of the Mexican Ley de Concursos Mercantiles; and (iii) it is not subject to concurso mercantil or bankruptcy (quiebra) proceedings and it has no reason to believe that it will be declared in concurso mercantil or bankrupt (quiebra).]

[(b)][(c)][Include if the New Guarantor is not organized under English law and is granting English law security: The New Guarantor has not registered one or more “establishments” (as that term is defined in Part 2 of The Overseas Companies Regulations 2009) with the Registrar of Companies or, if it has so registered, it has provided to the Administrative Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.]

SECTION 2. The New Guarantor hereby agrees to (i) be bound by and become a party to the First Lien Intercreditor Agreement, as amended, supplemented or otherwise modified from time to time, as if originally named a Guarantor therein and (ii) execute and deliver accession deeds to the Existing Intercreditor Agreement in form and substance reasonably satisfactory to the Security Trustee (as defined in the Existing Intercreditor Agreement) thereunder.

SECTION 3. The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

 

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SECTION 4. The New Guarantor is a company duly organized under the law of [name of relevant jurisdiction]. The guarantee of the New Guarantor giving a guarantee other than in respect of its subsidiary is subject to the following limitations:

(a) if the New Guarantor is organized in any jurisdiction set forth on Schedule 10.03 to the Third Amended and Restated Credit Agreement and is giving a guarantee other than in respect of its subsidiary, the relevant limitations set forth therein in relation to the New Guarantor shall apply; and

(b) if (i) the New Guarantor is organized in any other jurisdiction and is giving a guarantee [other than in respect of its subsidiary1] or (ii) the New Guarantor is organized in any jurisdiction set forth on Schedule 10.03 to the Third Amended and Restated Credit Agreement, is giving a guarantee other than in respect of its subsidiary and limitations other than the relevant limitations set forth on Schedule 10.03 to the Third Amended and Restated Credit Agreement are agreed in respect of the New Guarantor, then, clause (a) above notwithstanding, [insert guarantee limitation wording for relevant jurisdiction].

SECTION 5. The New Guarantor confirms that no Default has occurred or would occur as a result of the New Guarantor becoming a Guarantor under the Third Amended and Restated Credit Agreement.

SECTION 6. This Joinder may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder shall become effective when the Administrative Agent shall have received counterparts of this Joinder that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Joinder by facsimile transmission or other electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Joinder.

SECTION 7. Except as expressly supplemented hereby, the Third Amended and Restated Credit Agreement shall remain in full force and effect.

SECTION 8. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9. In case any one or more of the provisions contained in this Joinder should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Third Amended and Restated Credit Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall

 

1 

This wording is to be removed if the New Subsidiary Guarantor is organized in Spain.

 

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endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 10. All communications and notices hereunder shall (except as otherwise expressly permitted by the Third Amended and Restated Credit Agreement) be in writing and given as provided in Section 9.01 of the Third Amended and Restated Credit Agreement. All communications and notices hereunder to the New Guarantor shall be given to it in care of Holdings as provided in Section 9.01 of the Third Amended and Restated Credit Agreement.

SECTION 11. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Joinder, including the fees, other charges and disbursements of counsel for the Administrative Agent.

 

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IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Joinder as of the day and year first above written.

 

[NAME OF NEW GUARANTOR],
by    
  Name:
  Title:

 

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent
by    
  Name:
  Title:
by    
  Name:
  Title:

 

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EXHIBIT E

Agreed Security Principles

(A) Considerations

 

1. The security that will be provided in support of the Obligations (as defined in the First Lien Intercreditor Agreement) will be given in accordance with certain security principles (the “Security Principles”) set forth below.

 

2. The Security Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining effective security from the Loan Parties. However, it is acknowledged that to the extent the Security Principles conflict with the specific provisions of any Loan Document (other than those explicitly qualified by these Security Principles), the provisions of such Loan Document will prevail.

 

3. For purposes of the Security Principles, “value” refers to fair market value, provided that if no fair market value is readily ascertainable, value shall refer to book value determined in accordance with GAAP (as defined in the Third Amended and Restated Credit Agreement) (consistently applied), as of the date of the most recently ended fiscal quarter for which financial statements are available.

 

4. For the purposes of the covenants set forth in the Loan Documents, the Applicable Representative (as defined in the First Lien Intercreditor Agreement) from time to time shall make all determinations on behalf of the Secured Parties (as defined in the First Lien Intercreditor Agreement) with respect to these Security Principles.

The Security Principles are as follows:

 

  (a) general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference, “thin capitalisation” rules, retention of title claims, exchange control restrictions and similar principles may limit the ability of a Loan Party to provide a guarantee or security or may require that the guarantee or security be limited by an amount or otherwise; the Loan Parties will use reasonable endeavours to provide the maximum permissible credit support and to assist in demonstrating that adequate corporate benefit accrues to any relevant Loan Party;

 

  (b) the entities required to provide guarantees and security and the extent of the perfection of such security may be limited where the Applicable Representative reasonably determines in consultation with the Loan Parties that the cost to the Loan Parties (including for the avoidance of doubt, any material tax costs to the Loan Parties taken as a whole) of providing guarantees and security is excessive in relation to the benefit accruing to the Secured Parties;

 

  (c) any assets subject to third party arrangements which are permitted by the Loan Documents and which prevent those assets from being subject to a Lien will not be subject to a Lien in any relevant Security Document, provided that reasonable endeavours to obtain consent to such Lien shall be used by the relevant Loan Party if the relevant asset is material and if seeking such consent will not adversely affect the business of the Loan Parties or their commercial relationships;

 

  (d) guarantees and security will not be required from companies that are not wholly owned (such term, as used throughout these Security Principles, to exclude directors’ qualifying shares and similar insignificant minority ownership interests) by any Loan Party. Where security is provided by a wholly owned subsidiary of any Loan Party (whether direct or indirect) and such subsidiary subsequently ceases to be wholly owned but remains a subsidiary, there shall be no requirement for the release of such guarantee or security;

  (e) Holdings and its subsidiaries (collectively, the “Group”) will not be required to grant guarantees or enter into Security Documents if it would conflict with the fiduciary duties of their directors or contravene any legal prohibition or result in a risk of personal or criminal liability on the part of any officer, provided that the relevant member of the Group shall use reasonable endeavours to overcome any such obstacle and provided further that the above limitation shall be assessed in respect of the obligations of such member of the Group under the Credit Documents (as defined in the First Lien Intercreditor Agreement) generally and not just the guarantee or security being granted by that member of the Group;

 

  (f) neither Holdings nor any of its subsidiaries will be required to grant guarantees or enter into Security Documents where there would be a significant tax disadvantage in doing so. Without limiting the generality of the foregoing, neither Holdings nor any of its subsidiaries shall be required to give a guarantee or a pledge of its assets if such Person is (i) a “controlled foreign corporation” for U.S. federal income tax purposes, (ii) organized under the laws of the United States or any state thereof or the District of Columbia and all or substantially all of the assets of such Person consist of equity or debt of one or more Persons described in subclause (i) or this subclause (ii) or (iii) a subsidiary of a Person described in subclause (i) or (ii). In the case of a Person described in subclause (i) or (ii) of the previous sentence, in no event shall more than 65% of the total outstanding voting equity interests of such Person be required to be pledged;

 

  (g) perfection of security, when required, and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Loan Documents therefor or (if earlier or to the extent no such time periods are specified in the Loan Documents) within the time periods specified by applicable law in order to ensure due perfection. The perfection of security granted will not be required if it would have a material adverse effect on the ability of the relevant Loan Party to conduct its operations and business in the ordinary course as otherwise permitted by the Loan Documents;

 

  (h) the Collateral Agent (acting in its own right or on behalf of the relevant Secured Parties) shall be able to enforce the security granted by the Security Documents without any restriction from (i) the constitutional documents of any Loan Party, to the extent that such restrictions can be removed under relevant law, (ii) any Loan Party which is or whose assets are the subject of such Security Document (but subject to any inalienable statutory or common law rights which the Loan Parties may have to challenge such enforcement) or (iii) any shareholders of the foregoing not party to the relevant Security Document, to the extent that it is within the power of the Loan Parties to ensure that such restrictions do not apply;

 

  (i) the maximum secured amount may be limited to minimize stamp duty, notarisation, registration or other applicable fees, taxes and duties;

 

  (j) where a class of assets to be secured by a Loan Party includes material and immaterial assets, the Loan Party and Applicable Representative may agree to a threshold in respect of such assets and direct the Collateral Agent to act accordingly;

 

  (k) the only owned real property owned by Holdings and its Subsidiaries required to be pledged on the Closing Date or as soon as reasonably practicable thereafter will be the real property set forth in Schedule 1.01(d) to the Original Credit Agreement. After the Closing Date, neither Holdings nor any of its Subsidiaries will be required to pledge any real property owned by Holdings or such Subsidiaries unless the value of such real property exceeds €5.0 million. Neither Holdings nor any of its Subsidiaries will be required to pledge any property in which it has a leasehold interest;

 

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  (l) unless granted under a global Security Document governed by the law of the jurisdiction of a Loan Party or New York law, all security (other than share security over subsidiaries of a Loan Party) shall be governed by the law of and secure assets located in the jurisdiction of incorporation of that Loan Party, provided that for certain receivables security, such security may be governed by the law of the jurisdiction of incorporation or domicile of the creditor or the law that governs the underlying receivable;

 

  (m) other than where intellectual property is secured by a floating charge or other similar all-asset security interest, security interests need only be granted for intellectual property with a value greater than €1.0 million. Security interests in intellectual property will be registered solely in the jurisdiction of incorporation of the Loan Party that owns such intellectual property, provided that, with respect to intellectual property that is material to the Loan Party, to the extent the registration of a security interest in or the taking of any other commercially reasonable actions with respect to, such intellectual property in any other jurisdiction is necessary to ensure that the Secured Parties would be able to realize upon the value of the secured intellectual property in the event of enforcement action, such registration or other actions will be taken in such other jurisdiction as the Collateral Agent may reasonably request taking into account the cost to the Loan Parties of such registration in relation to the benefit accruing to the Secured Parties;

 

  (n) security interests will be taken over only those insurance policies of the Loan Parties that are material to the Group as a whole, as reasonably determined by the Applicable Representative;

 

  (o) other than where equipment is secured by a floating charge or other similar all-asset security interest, security interests need only be granted for manufacturing equipment with a value greater than €250,000;

 

  (p) security interests will be provided over the equity of any subsidiary that is not a Loan Party only if (i) it is organized in a jurisdiction where one or more Loan Party is organized, (ii) as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements are available, it had gross assets (excluding intra group items but including investments in Subsidiaries) in excess of 1.0% of Consolidated Total Assets or (iii) for the period of four consecutive fiscal quarters of Holdings most recently ended for which financial statements are available, it had earnings before interest, tax, depreciation and amortization calculated on the same basis as Consolidated EBITDA in excess of 1.0% of the Consolidated EBITDA;

 

  (q) no security interest will be provided over the equity of any subsidiary that (1) (a) does not conduct any business operations, (b) has assets with a book value not in excess of $100,000 and (c) does not have any indebtedness outstanding or (2) is an Unrestricted Subsidiary; and

 

  (r) security interests shall not be required in respect of any bank account that has an average daily balance of less than $200,000 (or its equivalent in other currencies) (and any other bank account as the Administrative Agent may reasonably otherwise agree to exclude) unless such security is constituted automatically under a global Security Document or a floating charge or other similar all-asset security interest (in which case any perfection related obligations (including the delivery of notices or entering into of deposit account control agreements) or reporting requirements shall not apply to such bank account).

 

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  For the avoidance of doubt, in these Security Principles, “cost” includes, but is not limited to, income tax cost, registration taxes payable on the creation or for the continuance of any security, stamp duties, out-of-pocket expenses and other fees and expenses directly incurred by the relevant grantor of security or any of its direct or indirect owners, subsidiaries or Affiliates.

 

(B) Obligations to be Secured

 

1. Subject to (A) (Considerations) and to paragraph 2 below, the obligations to be secured are the Obligations.

 

(C) General

Where appropriate, defined terms in the Security Documents should mirror those in the First Lien Intercreditor Agreement.

 

(D) Guarantors and Security

Each guarantee will be an upstream, cross-stream and downstream guarantee of all the Obligations, subject to the requirements of the Security Principles in each relevant jurisdiction. Subject to the Security Principles, the security will secure all of the Obligations.

Subject to these Security Principles, the security package shall include stock and other membership interests issued by a Loan Party and intercompany and trade receivables, bank accounts (and amounts on deposit therein), intellectual property, insurance, real estate, inventory and equipment, in each case owned by a Loan Party, and, in jurisdictions where an “all asset” security interest can be created in a security document, security over all assets shall, subject to the Loan Documents, be given by the Loan Parties formed in that jurisdiction.

To the extent possible, all security shall be given in favour of the Collateral Agent and not the Secured Parties individually, provided that any accessory security (akzessorische Sicherheit) governed by Swiss and German law shall be given in favour of the Collateral Agent and the Secured Parties individually if so required by the Applicable Representative. “Parallel debt” provisions will be used where necessary; such provisions will be contained in the First Lien Intercreditor Agreement and not the individual Security Documents unless required under local laws. To the extent possible, the grant of security in the collateral shall be structured, documented or otherwise implemented in a manner so that there should be no action required to be taken in relation to the security when any Secured Party transfers an interest in the Loan Documents to another party. To the extent such action is required, the Applicable Representative shall not require the Collateral Agent to obtain security in such asset giving rise to the requirement for such action upon a transfer of an interest in the Loan Documents to another party.

The Loan Parties will be required to pay the reasonable costs of any re-execution, notarisation, re-registration, amendment or other perfection requirement for any security on any transfer by a Secured Party to a new Secured Party on or prior to the date on which the Administrative Agent notifies Holdings that primary syndication is complete. Otherwise the cost or fee shall be for the account of the transferee Secured Party.

 

2. Terms of Security Documents

The following principles will be reflected in the terms of any security taken as part of this transaction:

 

  (a) the security will be first ranking, to the extent possible;

 

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  (b) security will (to the extent possible under local law) not be enforceable unless an Event of Default (as defined in the First Lien Intercreditor Agreement) has occurred that is continuing;

 

  (c) any representations, warranties or undertakings which are required to be included in any Security Document shall reflect (to the extent to which the subject matter of such representation, warranty and undertaking is the same as the corresponding representation, warranty and undertaking in the Third Amended and Restated Credit Agreement, each Senior Secured Note Indenture or any Additional Agreement (as defined in the First Lien Intercreditor Agreement and to the extent relevant) (collectively, the “Principal Loan Documents”)) the commercial deal set out in the Principal Loan Documents (save to the extent that the applicable local counsel agree that it is necessary to include any further provisions (or deviate from those contained in the Principal Loan Documents) in order to protect or preserve the security granted to the Secured Parties);

 

  (d) the provisions of each security document will not be unduly burdensome on the relevant Loan Party granting such security or interfere unreasonably with the operation of its business and will be limited to those required to create effective security and not impose unreasonable commercial obligations;

 

  (e) information, such as lists of assets, will be provided if and only to the extent (i) required by law to create, enforce, perfect or register the security or (ii) necessary or advisable to enforce the security, provided that such information need not be provided by the Loan Parties pursuant to this subclause (ii) more frequently than annually unless an Event of Default has occurred (or, in the case of third party trade debtors, unless a Default has occurred which is continuing), and in each case that information can be provided without breaching confidentiality requirements or damaging business relationships;

 

  (f) the Collateral Agent and Secured Parties shall be able to exercise a power of attorney only following the occurrence of an Event of Default or if the relevant Loan Party granting such security has failed to comply with a further assurance or perfection obligation within 10 Business Days of being notified of that failure;

 

  (g) security will, where possible and practical, automatically create security over future assets of the same type as those already secured;

 

  (h) notification of receivables security to third-party trade debtors shall not be given unless a Default has occurred and is continuing and for intercompany receivables notification may be given at the time such security is granted to the extent required by local law to perfect such security or if a Default has occurred and is continuing;

 

  (i) in respect of the share pledges, until an Event of Default has occurred, the pledgors shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not adversely affect the validity or enforceability of the security or cause an Event of Default to occur and the subsidiaries of the pledgors should be permitted to pay dividends upstream on pledged shares to the extent permitted under the Principal Loan Documents; and

 

  (j) in respect of bank accounts (and cash therein), the Collateral Agent agrees with the relevant Loan Party that the Collateral Agent shall not give any instructions or withhold any withdrawal rights from such Loan Party, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur.

 

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EXHIBIT F

U.S. Collateral Agreement

EXHIBIT G

First Lien Intercreditor Agreement

EXHIBIT H

The taking of this document or any certified copy of it or any other 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 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 this 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 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 this document to an Austrian addressee.

AFFILIATE SUBORDINATION AGREEMENT dated as of [ ], 20[ ] (this “Agreement”), among Reynolds Group Holdings Limited, a New Zealand limited liability company (“Holdings”), the subordinated lenders listed on Schedule I hereto and any additional person that becomes a party hereto as a subordinated lender after the date hereof (each, a “Subordinated Lender” and collectively, the “Subordinated Lenders”), the guarantors listed on Schedule II hereto and any additional person that becomes a party hereto as a guarantor after the date hereof (each, a “Guarantor” and collectively, the “Guarantors”) and CREDIT SUISSE AG, as administrative agent (the “Administrative Agent”) under the Third Amended and Restated Credit Agreement (as defined below).

Reference is made 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 INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap 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), Holdings, the Guarantors, the Lenders and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Third Amended and Restated Credit Agreement.

Except as otherwise set forth therein, the ability under Section 6.01(c) of the Third Amended and Restated Credit Agreement of any Loan Party to incur Indebtedness to any Subsidiary that is not a Loan Party is conditioned upon the execution and delivery by such Subsidiary that is not a Loan Party and such Loan Party of an agreement in the form hereof pursuant to which such Subsidiary that is not a Loan Party agrees to subordinate its rights with respect to the Subordinated Obligations (as defined below) to the rights of the Bank Secured Parties under the Third Amended and Restated Credit Agreement and the other Loan Documents, all on the terms set forth herein.

Accordingly, each Subordinated Lender, each Guarantor and the Administrative Agent, on behalf of itself and each Bank Secured Party (and each of their respective successors or permitted assigns), hereby agrees as follows:

1. Subordination. (a) Each Subordinated Lender hereby agrees that all its right, title and interest in and to the Subordinated Obligations (as defined herein) of each Guarantor shall be subordinate and junior in right of payment to the rights of the Bank Secured Parties in respect of the Bank Obligations of such Guarantor, including all payment obligations in respect of such Guarantor’s Bank Obligations as primary obligor or guarantor of the payment of principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Holdings, any Borrower or any Subsidiary whether or not a claim for post-filing interest is allowed or allowable in any such proceeding), fees, charges, expenses, indemnities, reimbursement obligations, Guarantees and all other amounts payable thereunder or in respect thereof (collectively, the “Senior Obligations”); provided that, subject to Section 1(b), no Guarantor shall be prohibited from making payments in respect of such Indebtedness (whether on account of principal, premium (if any), interest, fees, charges, expenses, indemnities, reimbursement obligations or otherwise) or be otherwise limited in any manner with respect to such Indebtedness by the terms of this Agreement. For purposes hereof, “Subordinated Obligations” means all obligations of each Guarantor to each Subordinated Lender in respect of Indebtedness, including in respect of principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Holdings, any Borrower or any Subsidiary whether or not a claim for post-filing interest is allowed or allowable in any such proceeding), fees, charges, expenses, indemnities, reimbursement obligations and other amounts payable in respect thereof, that are required to be subordinated to the Bank Obligations under Section 6.01(c) of the Third Amended and Restated Credit Agreement.

(b) Each Guarantor and, solely with respect to the Subordinated Obligation in respect of which it is the obligee, each Subordinated Lender agrees that no payment (whether directly, by purchase, redemption or exercise of any right of setoff or otherwise) in respect of the Subordinated Obligations, whether as principal, interest or otherwise, and whether in cash, securities or other property, shall be made by or on behalf of any Guarantor or received, accepted or demanded, directly or indirectly, by or on behalf of any Subordinated Lender when an Event of Default exists and Holdings has received a written notice from the Required Lenders (or from the Administrative Agent at the request of the Required Lenders) prohibiting any further payment in respect of the Subordinated Obligations, so long as any such Event of Default has occurred and is continuing (provided that such notice shall not be required to be given (and no such payment may be made) if the Event of Default is of the type set forth in paragraph (a), (b), (h) or (i) of Article VII of the Third Amended and Restated Credit Agreement).

(c) Upon any distribution of the assets of any Guarantor or upon any dissolution, winding up, liquidation or reorganization of any Guarantor, in each case in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings, or upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of any Guarantor:

 

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(i) the Bank Secured Parties shall first be entitled to indefeasibly receive payment in full in cash of the Bank Obligations (whenever arising) before any Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Obligations of such Guarantor, whether of principal, interest or otherwise; and

(ii) any payment by, or on behalf of, or distribution of the assets of, such Guarantor of any kind or character, whether in cash, securities or other property, to which any Subordinated Lender would be entitled to receive as payment on account of the Subordinated Obligations of such Guarantor except for the provisions of this Section 1(c) shall be paid or delivered by the person making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Administrative Agent, for the benefit of the Bank Secured Parties, until the indefeasible payment in full in cash of all Bank Obligations to be credited and applied to the Bank Obligations as set forth in the Third Amended and Restated Credit Agreement and the other Loan Documents.

(d) In the event that any payment by, or on behalf of, or distribution of the assets of, any Guarantor of any kind or character, whether in cash, securities or other property, and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise in respect of the Subordinated Obligations, shall be received by or on behalf of any Subordinated Lender at a time when such payment or distribution is prohibited by this Agreement, such payment or distribution shall be held by such Subordinated Lender (segregated from other property of such Subordinated Lender) for the benefit of, and shall forthwith be paid over to, the Administrative Agent, for the benefit of the Bank Secured Parties, until the indefeasible payment in full in cash of all Bank Obligations.

(e) Subject to the prior indefeasible payment in full in cash of the Bank Obligations, each applicable Subordinated Lender shall be subrogated to the rights of the Bank Secured Parties to receive payments or distributions in cash, securities or other property of each applicable Guarantor applicable to the Bank Obligations until all amounts owing on the Bank Obligations shall be indefeasibly paid in full in cash, and, as between and among a Guarantor, its creditors (other than the Bank Secured Parties) and the applicable Subordinated Lenders, no such payment or distribution made to the Bank Secured Parties by virtue of this Agreement that otherwise would have been made to any applicable Subordinated Lender shall be deemed to be a payment by the applicable Guarantor on account of the Subordinated Obligations, it being understood that the provisions of this paragraph (e) are intended solely for the purpose of defining the relative rights of the Subordinated Lenders and the Bank Secured Parties.

2. Waivers and Consents. (a) Each Subordinated Lender, solely in its capacity as a Subordinated Lender, waives, to the fullest extent permitted by applicable law, the right to compel that the Collateral or any other assets or property of any Guarantor or the assets or property of any guarantor of the Bank Obligations or any other Person be applied in any particular order to discharge the Bank Obligations. Each Subordinated Lender, solely in its capacity as a Subordinated Lender, expressly waives, to the fullest extent permitted by applicable law, the right to require the Bank Secured Parties to proceed against any Guarantor, the Collateral or any guarantor of the Bank Obligations or any other Person, or to pursue any other remedy in any Bank Secured Party’s power which such Subordinated Lender cannot pursue, notwithstanding that the failure of any Bank Secured Party to do so may thereby prejudice such Subordinated Lender.

 

H-3

(b) Each Subordinated Lender waives, to the fullest extent permitted by applicable law, all rights and defenses arising out of an election of remedies by the Bank Secured Parties, even though that election of remedies, including any nonjudicial foreclosure with respect to security for the Bank Obligations, has impaired the value of such Subordinated Lender’s rights of subrogation, reimbursement, or contribution against any Guarantor or any other guarantor of the Bank Obligations or any other Person. Each Subordinated Lender expressly waives, to the fullest extent permitted by applicable law, any rights or defenses it may have by reason of protection afforded to any Guarantor or any other guarantor of the Bank Obligations or any other Person with respect to the Bank Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Bank Obligations.

(c) Each Subordinated Lender agrees, to the fullest extent permitted by applicable law, that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of any Bank Obligations made by a Bank Secured Party may be rescinded in whole or in part by the Bank Secured Party, and any Senior Obligation may be continued, and the Bank Obligations, or the liability of the applicable Guarantor or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee under any Loan Document therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered or released by the Bank Secured Parties, in each case without notice to or further assent by any Subordinated Lender, which will remain bound under this Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein.

(d) Each Subordinated Lender waives, to the fullest extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Bank Obligations. The Bank Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred, and the consent of the Bank Secured Parties to the creation of the obligations of each Guarantor in respect of the Subordinated Obligations shall be deemed conclusively to have been given, in each case in reliance upon this Agreement, and all dealings between each Guarantor and the Bank Secured Parties shall be deemed to have been consummated in reliance upon this Agreement. Each Subordinated Lender acknowledges and agrees that the Bank Secured Parties have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. Each Subordinated Lender waives, to the fullest extent permitted by applicable law, notice of or proof of reliance on this Agreement and protest, demand for payment and notice of default.

3. Representations and Warranties. Each Subordinated Lender represents and warrants to the Administrative Agent for the benefit of the Bank Secured Parties that:

(a) it has the corporate or other organizational power and authority to execute and deliver and to perform its obligations under this Agreement and has taken all necessary corporate or other organizational action to authorize its execution, delivery and performance of this Agreement;

 

H-4

(b) this Agreement has been duly executed and delivered by such Subordinated Lender and constitutes a legal, valid and binding obligation of such Subordinated Lender, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether enforcement is sought by proceedings in equity or at law);

(c) the execution, delivery and performance of this Agreement will not violate in any material respect any provision of any requirement of any law applicable to such Subordinated Lender or of any contractual obligation of such Subordinated Lender; and

(d) no consent or authorization of, filing with, or other act by or in respect of any arbitrator or regulatory body or Governmental Authority and no consent of any Person, is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained or made and are in full force and effect or where the failure to obtain could no reasonably be expected to have a material adverse effect.

4. Further Assurances. Each Subordinated Lender and each Subordinated Borrower, at their own expense and at any time from time to time, upon the written request of the Administrative Agent, will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent reasonably may request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted.

5. Provisions Define Relative Rights. This Agreement is intended solely for the purpose of defining the relative rights of the Bank Secured Parties on the one hand and the Subordinated Lenders and the Guarantors on the other, and no other Person (other than the Collateral Agent) shall have any right, benefit or other interest under this Agreement.

6. Notices. All notices, requests and demands to or upon any party hereto shall be in writing and shall be given in the manner provided in Section 9.01 of the Third Amended and Restated Credit Agreement, provided that any such notice, request or demand to or upon any Guarantor or Subordinated Lender that is not a party to the Third Amended and Restated Credit Agreement shall be addressed to the notice address of Holdings provided in Section 9.01(a) thereof.

7. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed signature page to this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

8. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).

 

H-5

9. Integration. This Agreement is a “Loan Document” and a “Security Document” and represents the agreement of the Guarantors, the Bank Secured Parties and the Subordinated Lenders with respect to the subject matter hereof and there are no promises or representations by any Guarantor, the Bank Secured Parties or any Subordinated Lender relative to the subject matter hereof not reflected herein.

10. Amendments in Writing; No Waiver; Cumulative Remedies. (a) None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Administrative Agent, each affected Guarantor and each affected Subordinated Lender; provided that any provision of this Agreement may be waived by the Bank Secured Parties in a letter or agreement executed by the Administrative Agent and each affected Subordinated Lender.

(b) No failure or delay on the part of the Administrative Agent or any Bank Secured Parties, in exercising any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(c) The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

11. Section Headings. The section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

12. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each of the Guarantors and each of the Subordinated Lenders and shall inure to the benefit of the Bank Secured Parties and their respective successors and permitted assigns.

13. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court; provided that solely for the purpose of enforcement of the rights of the Administrative Agent and any Bank Secured Party under this Agreement in

 

H-6

Austria, each Guarantor and Subordinated Lender hereby irrevocably and unconditionally also submits, for itself and its property to the jurisdiction of the courts of England. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Bank Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against any Subordinated Lender or its properties in the courts of any jurisdiction.

(c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each Subordinated Lender hereby irrevocably consents to service of process in the manner provided for notices in Section 6. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

14. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

15. Additional Subordinated Lenders; Additional Guarantors. Upon execution and delivery by the Administrative Agent and a Subsidiary of an instrument in the form of Annex I attached hereto, such Subsidiary shall become a Subordinated Lender or a Guarantor (as specified in such instrument) hereunder with the same force and effect as if originally named herein. The execution and delivery of any such instrument shall not require the consent of any other Subordinated Lender or Guarantor hereunder. The rights and obligations of each Subordinated Lender and each Guarantor herein shall remain in full force and effect notwithstanding the addition of any Subordinated Lender or Guarantor as a party to this Agreement.

 

H-7

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

 

REYNOLDS GROUP HOLDINGS LIMITED, as Holdings
By    
  Name:
  Title:

 

H-8

EACH OF THE SUBORDINATED LENDERS LISTED ON SCHEDULE I,
By    
  Name:
  Title:

 

H-9

EACH OF THE GUARANTORS LISTED ON SCHEDULE II,
By    
  Name:
  Title:

 

H-10

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent
By    
  Name:
  Title:
By    
  Name:
  Title:

 

H-11

Schedule I

Subordinated Lenders

Schedule II

Guarantors

Annex I

SUPPLEMENT NO. [ ] dated as of [            ], to the Affiliate Subordination Agreement dated as of [            ], 20[ ] (the “Affiliate Subordination Agreement”), among Holdings, the subordinated lenders named therein (the “Subordinated Lenders”), the guarantors named therein (the “Guarantors”) and CREDIT SUISSE AG, as administrative agent (the “Administrative Agent”) under the Third Amended and Restated Credit Agreement (as defined in the Affiliate Subordination Agreement), for the benefit of the Bank Secured Parties.

A. Reference is made to the Affiliate Subordination Agreement.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Affiliate Subordination Agreement.

C. Each of the Subordinated Lenders and each of the Guarantors have entered into the Affiliate Subordination Agreement in order to induce the Lenders (as defined in the Third Amended and Restated Credit Agreement) to continue to make extensions of credit under the Third Amended and Restated Credit Agreement and the other Loan Documents. Section 15 of the Affiliate Subordination Agreement provides that Subsidiaries may become Subordinated Lenders or Guarantors under the Affiliate Subordination Agreement by execution and delivery of an instrument substantially in the form of this Supplement. The undersigned Subsidiary [(the “New Subordinated Lender”)] [(the “New Guarantor”) is executing this Supplement to become a [Subordinated Lender] [Guarantor] under the Affiliate Subordination Agreement in accordance with the terms of the Third Amended and Restated Credit Agreement as consideration for extensions of credit previously made under the Third Amended and Restated Credit Agreement and extensions of credit in the future.

Accordingly, the Administrative Agent and the New [Subordinated Lender] [Guarantor] agree as follows:

SECTION 1. In accordance with Section 15 of the Affiliate Subordination Agreement, the New [Subordinated Lender] [Guarantor] by its signature below becomes a [Subordinated Lender] [Guarantor] under the Affiliate Subordination Agreement with the same force and effect as if originally named therein as a [Subordinated Lender] [Guarantor] and the New [Subordinated Lender] [Guarantor] hereby [(a)] agrees to all the terms and provisions of the Affiliate Subordination Agreement applicable to it as a [Subordinated Lender] [Guarantor] thereunder [and (b) makes each representation and warranty contained in Section 5 of the Affiliate Subordination Agreement on and as of the date hereof except for representations and warranties which by their terms refer to a specific date]. Each reference to a [“Subordinated Lender”] [“Guarantor”] in the Affiliate Subordination Agreement shall be deemed to include the New [Subordinated Lender] [Guarantor]. The Affiliate Subordination Agreement is hereby incorporated herein by reference.

SECTION 2. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New [Subordinated Lender] [Guarantor] and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Supplement.

SECTION 3. Except as expressly supplemented hereby, the Affiliate Subordination Agreement shall remain in full force and effect.

SECTION 4. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 5. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Affiliate Subordination Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).

SECTION 6. All communications and notices hereunder shall be in writing and given as provided in Section 6 of the Affiliate Subordination Agreement. All communications and notices hereunder to the New [Subordinated Lender] [Guarantor] shall be given to it at the address set forth under its signature below, with a copy to the Borrowers.

 

2

IN WITNESS WHEREOF, the New [Subordinated Lender] [Guarantor] and the Administrative Agent have duly executed this Supplement to the Affiliate Subordination Agreement as of the day and year first above written.

 

[NAME OF NEW [SUBORDINATED LENDER]
[GUARANTOR]],
by:    
Name:
Title:
Address:

 

3

CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH, as Administrative Agent,
By:  

 

  Name:
  Title:

 

By:  

 

  Name:
  Title:

 

4

EXHIBIT I

[Reserved]

EXHIBIT J

[Reserved]

EXHIBIT K

[FORM OF]

COMPLIANCE CERTIFICATE

Reference is made 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 INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap 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 liability company (“Holdings”), the Guarantors, the Lenders, CREDIT SUISSE AG, as Administrative Agent. Capitalized terms used herein but not otherwise defined herein have the meanings assigned to thereto in the Third Amended and Restated Credit Agreement. Pursuant to Section 5.04(c) of the Third Amended and Restated Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer of Holdings, certifies as follows:

 

  1. [Attached hereto as Exhibit [A] are the consolidated statements of comprehensive income, consolidated statements of financial position as of December 31, 20[ ] and related consolidated statements of changes in equity and cash flows showing the financial condition of Holdings and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of Holdings and such subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by PricewaterhouseCoopers or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” explanatory note or any similar qualification or exception and without any qualification or exception as to the scope of such audit (other than any such explanatory note or exception that is expressed solely with respect to, or resulting solely from, (i) a maturity date in respect of any Term Loans or Revolving Credit Commitments or Revolving Loans that is scheduled to occur within one year from the date of delivery of such opinion or (ii) any inability or potential inability to satisfy the covenant set forth in Section 6.12 of the Third Amended and Restated Credit Agreement on a future date or in a future period)) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” section.]

  2. [Attached hereto as Exhibit [B] are the consolidated statements of comprehensive income, consolidated statements of financial position as of [ ], 20[ ] and related consolidated statements of changes in equity and cash flows showing the financial condition of Holdings and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of Holdings and such subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year. These fairly present in all material respects the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the lack of notes thereto, together with a customary “management discussion and analysis.]

 

  3. At no time during the period between [ ] and [ ] (the “Certificate Period”) did a Default or an Event of Default exist. [If unable to provide the foregoing certification, fully describe the reasons therefor and circumstances thereof and any action taken or proposed to be taken with respect thereto (including the delivery of a “Notice of Intent to Cure” concurrently with delivery of this Compliance Certificate) on Annex A attached hereto.]

 

  4. The following represent true and accurate calculations, as of the last day of the Certificate Period, to be used to determine whether Holdings, the Borrowers and the Material Subsidiaries are in compliance with the covenant set forth in Section 6.12 of the Third Amended and Restated Credit Agreement:

Maximum Senior Secured First Lien Leverage Ratio.

Total Debt that is secured by Liens on property or assets of Holdings or any of the Subsidiaries (other than Liens that are expressly junior in priority to the Liens securing the Bank Obligations either pursuant to intercreditor agreements or pursuant to the terms of the instrument creating such Liens, in each case as reasonably satisfactory to the Administrative Agent) (“Total Senior Secured First Lien

 

 

Debt”)=

    [        ]
 

Pledged Cash=

    [        ]
 

Consolidated EBITDA=

    [        ]
 

Actual Ratio=

    [        ] to 1.0
 

Required Ratio=

    [        ] to 1.0

Supporting detail showing the calculation of Total Senior Secured First Lien Debt is attached hereto as Schedule 1. Supporting detail showing the calculation of Pledged Cash is attached hereto as Schedule 2. Supporting detail showing the calculation of Consolidated EBITDA is attached hereto as Schedule 3.

 

K-2

  5. The following represent true and accurate calculations, as of the last day of the Certificate Period, to be used to determine the Total Leverage Ratio set forth in Section 1.01 of the Third Amended and Restated Credit Agreement:

 

 

Total Leverage Ratio.

   
 

Total Debt=

    [         ]
 

Pledged Cash=

    [         ]
 

Consolidated EBITDA=

    [         ]
 

Actual Ratio=

    [         ] to 1.0

Supporting detail showing the calculation of the Total Debt is attached hereto as Schedule 4. Supporting detail showing the calculation of Pledged Cash is attached hereto as Schedule 2. Supporting detail showing the calculation of Consolidated EBITDA is attached hereto as Schedule 3.

 

K-3

IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of Holdings, has executed this certificate for and on behalf of Holdings and has caused this certificate to be delivered this                  day of         .

 

REYNOLDS GROUP HOLDINGS LIMITED,

        By

  
 

 

  Name:
  Title:

[ANNEX A]1

[Information Relating to Default or Event of Default]

 

 

1 

Annex A to be attached only if required pursuant to paragraph 3.

EXHIBIT L

MANDATORY COST CALCULATIONS

 

1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with the requirements of the European Central Bank.

 

2. On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

 

3. The Additional Cost Rate for any Lender lending from a facility office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that facility office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that facility office.

 

4. The Additional Cost Rate for any Lender lending from a facility office in the United Kingdom will be calculated by the Administrative Agent as follows:

 

    E x 0.01       per cent. per annum.                    
  300                

Where “E” is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by Credit Suisse to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

 

5. For the purposes of this Exhibit L:

 

  (a) “Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

 

  (b) “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

 

  (c) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6. The resulting figure shall be rounded to four decimal places.

 

7. If requested by the Administrative Agent, Credit Suisse shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent, the rate of charge payable by Credit Suisse to the Financial Services Authority pursuant to he Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by Credit Suisse as being the average of the Fee Tariffs applicable to Credit Suisse for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of Credit Suisse.

 

8. Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

 

  (a) the jurisdiction of its facility office; and

 

  (b) any other information that the Administrative Agent may reasonably require for such purpose.

 

9. Each Lender shall promptly notify the Administrative Agent of any change to the information provided by it pursuant to this paragraph.

 

10. The rates of charge of Credit Suisse for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a facility office in the same jurisdiction as its facility office.

 

11. The Administrative Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Credit Suisse pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

 

12. The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Credit Suisse pursuant to paragraphs 3, 7 and 8 above.

 

13. Any determination by the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Loan Parties.

 

14.

The Administrative Agent may from time to time, after consultation with the European Borrowers and the Lenders, determine and notify to all Loan Parties any amendments which are required to be made to this Exhibit L in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England,

 

L-2

  the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Loan Parties.

 

L-3

EXHIBIT M-1

[FORM OF]

BORROWING SUBSIDIARY AGREEMENT dated as of [•], 20[•], 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 INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap 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 liability company, [Name of Borrowing Subsidiary], a [            ] (the “New Borrowing Subsidiary”) and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”).

Reference is hereby made 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 INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap 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 liability company, the Guarantors, the Lenders and CREDIT SUISSE AG, as administrative agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Third Amended

and Restated Credit Agreement. Under the Third Amended and Restated Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to the Borrowers, and the Borrowers and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Borrower. Holdings and the Borrowers represent that the New Borrowing Subsidiary is a Wholly Owned Subsidiary of Holdings or one of the Borrowers. Each of Holdings, the Borrowers and the New Borrowing Subsidiary represents and warrants that the representations and warranties of Holdings and the Borrowers in the Third Amended and Restated Credit Agreement relating to the New Borrowing Subsidiary and this Agreement are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. Holdings and the Borrowers agree that the Guarantees of the Guarantors contained in the Third Amended and Restated Credit Agreement will apply to the Bank Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of Holdings, the Borrowers and the New Borrowing Subsidiary and, if the New Borrowing Subsidiary is not already a Loan Party, upon such New Borrowing Subsidiary becoming a Loan Party by executing the Guarantor Joinder and each applicable Loan Document in favor of the Collateral Agent, the New Borrowing Subsidiary shall be a party to the Third Amended and Restated Credit Agreement and shall constitute a “Borrower” for all purposes of the Third Amended and Restated Credit Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized officers as of the date first appearing above.

 

REYNOLDS GROUP HOLDINGS LIMITED,

        by

  
 

 

  Name:
  Title:

 

REYNOLDS GROUP HOLDINGS INC.,

        by

  
 

 

  Name:
  Title:

 

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC,

        by

  
 

 

  Name:
  Title:

 

PACTIV LLC,

        by

  
 

 

  Name:
  Title:

 

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.,

        by

  
 

 

  Name:
  Title:

 

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SIG EURO HOLDING AG & CO. KGAA,

        By

  
 

 

  Name:
  Title:

 

SIG AUSTRIA HOLDING GMBH,

        By

  
 

 

  Name:
  Title:

 

CLOSURE SYSTEMS INTERNATIONAL B.V.,

        By

  
 

 

  Name:
  Title:

 

EVERGREEN PACKAGING INC.,

        By

  
 

 

 

Name:

Title:

 

REYNOLDS CONSUMER PRODUCTS INC.,

        By

  
 

 

  Name:
  Title:

 

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BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L.,

        By

  
 

 

  Name:
  Title:

 

[NAME OF NEW BORROWING SUBSIDIARY],

        By

  
 

 

 

Name:

Title:

 

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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Issuing Bank,

        by

  
 

 

 

Name:

Title:

        by

  
 

 

 

Name:

Title:

 

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EXHIBIT M-2

[FORM OF]

BORROWING SUBSIDIARY TERMINATION

Credit Suisse AG,

as Administrative Agent

for the Lenders referred to below

c/o Credit Suisse AG,

as Administrative Agent

Eleven Madison Avenue

New York, NY 10010

[Date]

Ladies and Gentlemen:

The undersigned, [Parent Borrower] (the “Parent”), refers 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 INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap 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 liability company, the Guarantors, the Lenders and CREDIT SUISSE AG, as Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Third Amended and Restated Credit Agreement.

The Parent hereby terminates the status of [ ] (the “Terminated Borrowing Subsidiary”) as a Borrower under the Third Amended and Restated Credit Agreement. [The Parent represents and warrants that no Loans made to, or Letters of Credit issued for the account of, the Terminated Borrowing Subsidiary are outstanding as of the date hereof and that all amounts payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under the Third Amended and Restated Credit Agreement) pursuant to the Third Amended and Restated Credit Agreement have been paid in full on or prior to the date hereof.] [The Parent acknowledges that the Terminated Borrowing Subsidiary shall continue to be a Borrower until such time as the principal of and interest on each Loan made to the Terminated Borrowing Subsidiary, all Fees and all other expenses or amounts (other than indemnification and other

contingent obligations for which no claim has been made) payable by the Terminated Borrowing Subsidiary under any Loan Document shall have been paid in full and all Letters of Credit issued for the account of the Terminated Borrowing Subsidiary have been canceled or have expired (unless cash collateralized or backstopped in a manner reasonably satisfactory to the Administrative Agent) and all amounts drawn thereunder have been reimbursed in full, provided that the Terminated Borrowing Subsidiary shall not have the right to make further Borrowings or to request additional Letters of Credit under the Third Amended and Restated Credit Agreement.] [The Parent certifies that the Terminated Borrowing Subsidiary is an Ancillary Borrower in respect of which the conditions set out in Section 9.21(a)(ii)(x) of the Third Amended and Restated Credit Agreement are or have been satisfied.]

 

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This instrument shall be construed in accordance with and governed by the laws of the State of New York.

 

Very truly yours,
REYNOLDS GROUP HOLDINGS LIMITED,

        by

  
 

 

 

Name:

Title:

 

[PARENT],

        by

  
 

 

 

Name:

Title:

 

[TERMINATED BORROWING SUBSIDIARY],

        by

  
 

 

 

Name:

Title:

 

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EXHIBIT N

The taking of this document or any certified copy of it or any other 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 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 this 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 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 this document to an Austrian addressee.

Additional Bank Secured Party Acknowledgement

To: Credit Suisse AG, as Administrative Agent, the Issuing Banks, the Lenders, the other Bank Secured Parties, in each case as defined in and under the Third Amended and Restated Credit Agreement (as defined below), The Bank of New York Mellon and Wilmington Trust (London) Limited, as collateral agents, and the secured parties under the First Lien Intercreditor Agreement (as defined in the Third Amended and Restated Credit Agreement)

From: Reynolds Group Holdings Limited and [NAME OF ADDITIONAL BANK SECURED PARTY] [and each of its Affiliates listed from time to time on Schedule I attached hereto (the “ABSP Affiliates”)]

Date: [                    ]

Reference is made 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 INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap 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 liability company, the Guarantors, the Lenders and CREDIT SUISSE AG, as Administrative Agent.

Capitalized terms used and not defined herein have the meanings set forth in the Third Amended and Restated Credit Agreement.

The undersigned certifies that [ ] [and each of the ABSP Affiliates] ([the][each an] “Additional Bank Secured Party”) has entered into, or proposes to enter into, one or more [working capital facilities][hedge agreements][cash management arrangements] with one or more subsidiaries as a [Hedge Provider] [Local Facility Provider][and][Cash Management Bank], as the case may be, [as set forth on Schedule I hereto and, pursuant to which the maximum aggregate principal amount that may be secured as Bank Obligations in respect of each Additional Bank Secured Party under such facility or arrangement at any time shall not exceed the applicable amount set forth on Schedule I as such amount may be modified from time to time upon notice to the Administrative Agent and the Collateral Agents from the Loan Parties’ Agent and the Additional Bank Secured Party; provided that such notice shall include (i) a certification by a Financial Officer of Holdings that, at the time of and after giving effect to the modification, Holdings and the Subsidiaries are in compliance with Sections 6.01 and 6.02 of the Third Amended and Restated Credit Agreement and (ii) an updated Schedule I reflecting such modification. In the event of any other change to the information set forth on Schedule I (including the identity of any Additional Secured Bank Party), the undersigned agrees that it shall promptly deliver to the Administrative Agent an updated Schedule I reflecting any such change.9

The undersigned agrees [(on behalf of itself and the ABSP Affiliates)] that it [and each of the ABSP Affiliates] shall not have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Agents on behalf of the Bank Secured Parties in accordance with the terms thereof (subject, in the case of the Collateral, to the provisions of the First Lien Intercreditor Agreement). The undersigned (a) acknowledges that it has received a copy of the Third Amended and Restated Credit Agreement and the First Lien Intercreditor Agreement [and has delivered copies of such documents to the ABSP Affiliates], (b) acknowledges [(on behalf of itself and the ABSP Affiliates)] that it [and each of the ABSP Affiliates] will be a [Hedge Provider] [Local Facility Provider][and][Cash Management Bank] under the Third Amended and Restated Credit Agreement and that will take no actions contrary to the provisions thereof, (c) agrees [(on behalf of itself and the ABSP Affiliates)] that it [and each of the ABSP Affiliates] will be bound as a “Credit Agreement Secured Party” by the First Lien Intercreditor Agreement10 as if it had been an original party thereto, and will take no actions contrary to the provisions thereof, (d) acknowledges [(on behalf of itself and the ABSP Affiliates)] that the Administrative

 

 

9 

Insert (together with table below text)only for Local Facility Providers and Cash Management Banks

10 

Note: Separate accession to be entered into with respect to the Existing Intercreditor Agreement.

 

N-2

Agent and the Collateral Agents have entered, and hereby authorizes and ratifies the Administrative Agent’s and the Collateral Agents’ entry, into the First Lien Intercreditor Agreement on behalf of themselves, the undersigned [and each of the ABSP Affiliates] and other holders of Bank Obligations and (e) acknowledges and agrees [(on behalf of itself and the ABSP Affiliates)] that any amendment, restatement, waiver, supplement, or other modification of any Loan Document (other than (x) this Additional Bank Secured Party Acknowledgement and (y) Section 9.10, Section 9.22 or Article X of the Third Amended and Restated Credit Agreement but in the case of clause (y) only to the extent such amendment, restatement, waiver, supplement, or other modification has an adverse effect on the undersigned [or each of the ABSP Affiliates]) or extension, renewal, refinancing or replacement of any Indebtedness under the Third Amended and Restated Credit Agreement shall not be subject to its [or the ABSP Affiliates] consent. The undersigned further acknowledges [(on behalf of itself and the ABSP Affiliates)] that, pursuant to the First Lien Intercreditor Agreement, the Collateral Agents will have the sole right to proceed against the Collateral, and that the provisions of the First Lien Intercreditor Agreement may, in certain circumstances, limit the ability of Administrative Agent to direct the Collateral Agents. In the event of a foreclosure by either Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, to the extent permitted by applicable law, either Collateral Agent or any Bank Secured Party may be the purchaser of any or all of such Collateral at any such sale or other disposition, and the applicable Collateral Agent, as agent for and representative of the Secured Parties (but not any Bank Secured Party or Bank Secured Parties in its or their respective individual capacities), shall, to the extent permitted by applicable law, be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations (including the Bank Obligations) as a credit on account of the purchase price for any Collateral payable by such Collateral Agent on behalf of the Secured Parties at such sale or other disposition. The undersigned [and each of the ABSP Affiliates] will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Bank Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. The provisions of this paragraph are for the sole benefit of the Bank Secured Parties and shall not afford any right to, or constitute a defense available to, any Loan Party.

The undersigned hereby confirms that it [and each of the ABSP Affiliates] has received a copy of each of the German Security Documents (as defined in the First Lien Intercreditor Agreement) of an accessory nature (the pledge agreements), is aware of their contents and hereby expressly consents to and ratifies (genehmigt) [(on behalf of itself and the ABSP Affiliates)] the declarations of The Bank of New York Mellon, as Collateral Agent, made as representative without power of attorney (Vertreter ohne Vertretungsmacht) on behalf of the undersigned [and each of the ABSP Affiliates] as a [Hedge Provider] [Local Facility Provider][and][Cash Management Bank], as the case may be, as future pledgee in such German Security Documents.

 

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Each of the undersigned acknowledges and agrees that [each] [the] Additional Bank Secured Party shall have all of the rights of a [Hedge Provider] [Local Facility Provider][and][Cash Management Bank] (as the case may be) and Bank Secured Party under the Third Amended and Restated Credit Agreement and the First Lien Intercreditor Agreement and [each] [the] Additional Bank Secured Party shall constitute a “[Hedge Provider] [Local Facility Provider][Cash Management Bank]” (as the case may be) and “Bank Secured Party” for purposes of the Third Amended and Restated Credit Agreement and the First Lien Intercreditor Agreement.

The address, fax number and attention details for communications to [ADDITIONAL BANK SECURED PARTY] are as follows:

[            ]

This Acknowledgment shall be construed in accordance with and governed by the laws of the State of New York.

 

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This Additional Bank Secured Party Acknowledgment has been duly executed by the undersigned as of the date first written above.

 

[         ], as a [Hedge Provider] [Local Facility Provider] [Cash Management Bank] [and as an authorized representative of the ABSP Affiliates],

by

    
  Name:
  Title:

 

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Acknowledged and agreed as of this        day of                     , 20        .

 

REYNOLDS GROUP HOLDINGS LIMITED, as Loan Parties’ Agent,

by

    
  Name:
  Title:

 

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Acknowledged and agreed as of this day        of                    , 20        .

 

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,

By

    
  Name:
  Title:

By

    
  Name:
  Title:

 

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Acknowledged and agreed as of this         day of                    , 20        .

 

THE BANK OF NEW YORK MELLON, as Collateral Agent,

By

    
  Name:
  Title:

 

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Acknowledged and agreed as of this         day of                     , 20        .

 

WILMINGTON TRUST (LONDON) LIMITED, as Collateral Agent,

By

    
  Name:
  Title:

 

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Schedule I

 

Name of Bank Secured Party

    Type of Arrangement   

Amount Secured as Bank

Obligations (in Euros)

 

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