a6528476.htm

0001157523-10-007135.txt : 20101201 0001157523-10-007135.hdr.sgml : 20101201 20101201083032 ACCESSION NUMBER: 0001157523-10-007135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20101130 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101201 DATE AS OF CHANGE: 20101201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APTARGROUP INC CENTRAL INDEX KEY: 0000896622 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 363853103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11846 FILM NUMBER: 101223565 BUSINESS ADDRESS: STREET 1: 475 W TERRA COTTA AVE STREET 2: STE E CITY: CRYSTAL LAKE STATE: IL ZIP: 60014 BUSINESS PHONE: 8154770424 MAIL ADDRESS: STREET 1: 475 W. TERRA COTTA AVE. SUITE E CITY: CRYSTAL LAKE STATE: IL ZIP: 60014 8-K 1 a6528476.htm APTARGROUP, INC. 8-K a6528476.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 30, 2010

APTARGROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-11846	36-3853103
(State or Other	(Commission	(IRS Employer
Jurisdiction of	File Number)	Identification
Incorporation)		No.)

475 West Terra Cotta Avenue, Suite E, Crystal Lake Illinois	60014
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (815) 477-0424

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

AptarGroup, Inc. (the “Company”) entered into a Supplemental Note Purchase Agreement, dated as of November 30, 2010 (the “Supplemental NPA”), with the purchasers listed in Exhibit A thereto pursuant to which the Company issued and sold $16,000,000 of its 2.33% Series 2008-B-1 Senior Notes due November 30, 2015 (the “Series-B-1 Notes”) and $84,000,000 of its 3.78% Series 2008-B-2 Notes due November 30, 2020 (the “Series 2008-B-2 Notes,” and, together with the Series 2008-B-1 Notes, the “Notes”) in a private placement to various institutional investors.

The Supplemental NPA contains customary terms and conditions and supplements that certain Note Purchase Agreement, dated as of July 31, 2008 (the “2008 NPA”), among the Company and each of the purchasers listed in Schedule A thereto, as amended by that certain First Amendment to Note Purchase Agreement, dated as of November 30, 2010, among the Company and each of the institutions listed as signatories thereto. The 2008 NPA, as so supplemented and amended, is referred to herein as the “Agreement.”

The Company used the proceeds from the sale of the Notes to repay existing indebtedness of the Company.

Pursuant to the Agreement, the Company will pay interest on the outstanding balance of the Notes at the stated rates per annum from the date of the issuance of the Notes, payable semiannually commencing on May 30, 2011, until such principal becomes due and payable.

The Company may from time to time, at its option, upon notice, prepay prior to maturity all or any part of the principal amount of the Notes, together with accrued interest and the Make-Whole Amount (as defined in the Agreement), as specified in the Agreement.

The Notes will automatically become immediately due and payable without notice upon the occurrence of an event of default involving insolvency or bankruptcy of the Company or any Significant Subsidiary (as defined in the Agreement). In addition, by notice given to the Company, any holder or holders of more than 50% in principal amount of the Notes, at its or their option, may declare all of the Notes to be immediately due and payable upon the occurrence and continuation of any other event of default, and, by notice given to the Company, any holder of the Notes may, at its option, declare all of the Notes held by such holder to be immediately due and payable in the event that the Company defaults in the payment of any payment due and payable under the Note Purchase Agreement.

A copy of the Supplemental NPA is filed as Exhibit 4.3 to this report; a copy of the form of the Series 2008-B-1 Notes is filed as Exhibit 4.4 to this report; and a copy of the form of the Series 2008-B-2 Notes is filed as Exhibit 4.5 to this report. The foregoing description of the Supplemental NPA and the Notes is qualified in its entirety by reference to the full text of the Supplemental NPA and the forms of the Notes, which is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated herein by reference to the extent applicable.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
No.	Description

4.1	First Amendment to 2006 Note Purchase Agreement, dated as of November 30, 2010, among the Company and each of the institutions listed as signatories thereto.

4.2	First Amendment to 2008 Note Purchase Agreement, dated as of November 30, 2010, among the Company and each of the institutions listed as signatories thereto.

4.3	Supplemental Note Purchase Agreement, dated as of November 30, 2010, among the Company and each of the purchasers listed in Exhibit A thereto.

4.4	Form of AptarGroup, Inc. 2.33% Series 2008-B-1 Senior Notes due November 30, 2015.

4.5	Form of AptarGroup, Inc. 3.78% Series 2008-B-2 Senior Notes due November 30, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	APTARGROUP, INC.



Date: December 1, 2010	By:	/s/ Stephen J. Hagge
		Stephen J. Hagge
		Executive Vice President, Chief Operating
		Officer and Secretary

EXHIBIT INDEX

Exhibit
No.	Description

4.1	First Amendment to 2006 Note Purchase Agreement, dated as of November 30, 2010, among the Company and each of the institutions listed as signatories thereto.

4.2	First Amendment to 2008 Note Purchase Agreement, dated as of November 30, 2010, among the Company and each of the institutions listed as signatories thereto.

4.3	Supplemental Note Purchase Agreement, dated as of November 30, 2010, among the Company and each of the purchasers listed in Exhibit A thereto.

4.4	Form of AptarGroup, Inc. 2.33% Series 2008-B-1 Senior Notes due November 30, 2015.

4.5	Form of AptarGroup, Inc. 3.78% Series 2008-B-2 Senior Notes due November 30, 2020.

EX-4.1 2 a6528476ex4-1.htm EXHIBIT 4.1 a6528476ex4-1.htm

EXHIBIT 4.1

Execution Version

AptarGroup, Inc.

___________________________________

First Amendment

Dated as of November 30, 2010

Note Purchase Agreement

Dated as of July 31, 2006

___________________________________

Re: $50,000,000 aggregate principal amount

6.04% Senior Notes, Series 2006-A, Due July 31, 2016

First Amendment to Note Purchase Agreement

This First Amendment dated as of November 30, 2010 (the or this “First Amendment”) to the Note Purchase Agreement dated as of July 31, 2006 is between AptarGroup, Inc., a Delaware corporation (the “Company”), and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).

Recitals:

A.Pursuant to that certain Note Purchase Agreement dated as of July 31, 2006 (the “Note Purchase Agreement”) between the Company and each of the purchasers listed in Schedule A thereto, the Company has heretofore issued $50,000,000 aggregate principal amount of Notes designated as its 6.04% Senior Notes, Series 2006-A, due July 31, 2016 (the “Series 2006-A Notes”).

B.The Noteholders are the holders of more than 50% of the principal amount of the Series 2006-A Notes outstanding as of the date of this First Amendment (exclusive of Notes owned by the Company or any of its Affiliates).

C.The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

Now, therefore, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this First Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

Section 1. Amendments.

Section 1.1. Section 10.2(i) of the Note Purchase Agreement shall be and is hereby amended by deleting the period at the end of the first sentence and adding the following proviso at the end of the first sentence:

and provided, further, that no Lien created, assumed or incurred pursuant to this Section 10.2(i) shall secure the Bank Credit Agreement or related guaranties unless the Notes are also secured equally and ratably pursuant to an agreement reasonably satisfactory to the Required Holders.

Section 1.2. The following shall be added as a new Section 22.8 to the Note Purchase Agreement:

Section 22.8. FASB 159. For purposes of determining compliance with the financial covenants contained in this Agreement, any election by the Company to measure an item of Indebtedness using an amount other than par (as permitted by FASB 159 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

AptarGroup, Inc.

First Amendment

Section 1.3. Schedule B of the Note Purchase Agreement shall be and is hereby amended by deleting the definition of “Capital Lease” and replacing it with the following:

“Capital Lease” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP as in effect on November 30, 2010.

Section 1.4. The following shall be added as a new definition in alphabetical order to Schedule B of the Note Purchase Agreement:

“Bank Credit Agreement” means that certain Amended and Restated Multicurrency Credit Agreement dated as of July 31, 2006 among the Company, AptarGroup Holding SAS, Bank of America, N.A., as administrative agent, and the other commercial banks from time to time parties thereto, as the same may from time to time be amended, modified, extended, replaced, refinanced or renewed.

Section 2. Representations and Warranties of the Company.

Section 2.1. To induce the Noteholders to execute and deliver this First Amendment (which representations shall survive the execution and delivery of this First Amendment), the Company represents and warrants to the Noteholders that:

(a)this First Amendment constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(b)the Note Purchase Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

-2-

AptarGroup, Inc.

First Amendment

(c)this First Amendment has been duly authorized by all necessary corporate action on the part of the Company;

(d)the execution, delivery and performance by the Company of this First Amendment (i) does not require the consent or approval of any Governmental Authority and (ii) will not (A) violate (1) any provision of law, statute, rule or regulation of any Governmental Authority applicable to the Company, other than violations that would not reasonably be expected to have a Material Adverse Effect, (2) the Company’s certificate of incorporation or bylaws, (3) any order of any court, arbitrator or Governmental Authority applicable to the Company or (4) any provision of any Material indenture or any other Material agreement or instrument to which it is a party or by which its properties or assets are or may b e bound, or (B) result in a breach or constitute a default under any Material indenture or any other Material agreement or instrument referred to in clause (ii)(A)(4) of this Section 2.1(d); and

(e)as of the date hereof and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing.

Section 3. Conditions to Effectiveness of This First Amendment.

Section 3.1. This First Amendment shall not become effective until, and shall become effective when, executed counterparts of this First Amendment, duly executed by the Company and the holders of more than 50% of the principal amount of the Series 2006-A Notes outstanding as of the date of this First Amendment (exclusive of Notes owned by the Company or any of its Affiliates), shall have been delivered to the Noteholders or their special counsel.

Section 4. [Reserved].

Section 5. Miscellaneous.

Section 5.1. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

Section 5.2. This First Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this First Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes shall remain in full force and effect.

Section 5.3. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the Note Purchase Agreement without making specific reference to this First Amendment, but nevertheless all such references shall include this First Amendment unless the context otherwise requires.

-3-

AptarGroup, Inc.

First Amendment

Section 5.4. The descriptive headings of the various sections of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof. The Note Purchase Agreement and this First Amendment embody the entire agreement and understanding between each Noteholder and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Section 5.5. This First Amendment shall be governed by and construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Illinois, excluding choice-of-law principles of the law of such State that would permit or require the application of the laws of a jurisdiction other than such State.

(Remainder of page intentionally left blank)

-4-

AptarGroup, Inc.

First Amendment

Section 5.6. This First Amendment may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.


	AptarGroup, Inc.



	By	/s/ Robert W. Kuhn
		Robert W. Kuhn
		Executive Vice President and Chief
		Financial Officer

First Amendment to 2006 Note Purchase Agreement

AptarGroup, Inc.

First Amendment

Accepted and Agreed to:

	American Family Life Insurance Company



	By	/s/ Phillip Hannifan
		Phillip Hannifan
		Investment Manager

First Amendment to 2006 Note Purchase Agreement

AptarGroup, Inc.

First Amendment

Accepted and Agreed to:

	American United Life Insurance Company



	By	/s/ John C. Mason
		John C. Mason
		V.P. Fixed Income Securities


	The State Life Insurance Company



	By	American United Life Insurance
		Company, Its Agent



	By	/s/ John C. Mason
		John C. Mason
		V.P. Fixed Income Securities

First Amendment to 2006 Note Purchase Agreement

AptarGroup, Inc.

First Amendment

Accepted and Agreed to:

	Blue Cross and Blue Shield of Florida,
		Inc.

	By: Advantus Capital Management, Inc.



	By		/s/ James W. Tobin
			James W. Tobin
			Vice President


	Colorado Bankers Life Insurance
		Company

	By		Advantus Capital Management, Inc.



	By		/s/ Merlin Erickson
			Merlin Erickson
			Vice President


	Great Western Insurance Company

	By:		Advantus Capital Management, Inc.



	By		/s/ Drew R. Smith
			Drew R. Smith
			Vice President


	Trustmark Insurance Company

	By:		Advantus Capital Management, Inc.


	By		/s/ Rose A. Lambros
			Rose A. Lambros
			Vice President

First Amendment to 2006 Note Purchase Agreement

AptarGroup, Inc.

First Amendment

Accepted and Agreed to:

	State Farm Life Insurance Company



	By	/s/ Julie Hoyer
		Julie Hoyer
		Senior Investment Officer



	By	/s/ Jeffrey T. Attwood
		Jeffrey T. Attwood
		Investment Officer

First Amendment to 2006 Note Purchase Agreement

EX-4.2 3 a6528476ex4-2.htm EXHIBIT 4.2 a6528476ex4-2.htm

EXHIBIT 4.2

Execution Version

AptarGroup, Inc.

___________________________________

First Amendment

Dated as of November 30, 2010

Note Purchase Agreement

Dated as of July 31, 2008

___________________________________

Re: $25,000,000 aggregate principal amount

5.41% Senior Notes, Series 2008-A-1, due July 31, 2013

$75,000,000 aggregate principal amount

6.03% Senior Notes, Series 2008-A-2, due July 31, 2018

First Amendment to Note Purchase Agreement

This First Amendment dated as of November 30, 2010 (the or this “First Amendment”) to the Note Purchase Agreement dated as of July 31, 2008 is between AptarGroup, Inc., a Delaware corporation (the “Company”), and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).

Recitals:

A.Pursuant to that certain Note Purchase Agreement dated as of July 31, 2008 (the “Note Purchase Agreement”) between the Company and each of the purchasers listed in Schedule A thereto, the Company has heretofore issued $25,000,000 aggregate principal amount of Notes designated as its 5.41% Senior Notes, Series 2008-A-1, due July 31, 2013 (the “Series 2008-A-1 Notes”) and (ii) $75,000,000 aggregate principal amount of Notes designated as its 6.03% Senior Notes, Series 2008-A-2, due July 31, 2018 (the “Series 2008-A-2 Notes”, and together with the Se ries 2008-A-1 Notes, the “Series 2008-A Notes”).

B.The Noteholders are the holders of more than 50% of the principal amount of the Series 2008-A Notes outstanding as of the date of this First Amendment (exclusive of Notes owned by the Company or any of its Affiliates).

C.The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

Section 1. Amendments.

AptarGroup, Inc.

First Amendment

Section 1.2. The following shall be added as a new Section 22.8 to the Note Purchase Agreement:

Section 1.3. Schedule B of the Note Purchase Agreement shall be and is hereby amended by deleting the definition of “Capital Lease” and replacing it with the following:

Section 1.4. The following shall be added as a new definition in alphabetical order to Schedule B of the Note Purchase Agreement:

Section 2. Representations and Warranties of the Company.

-2-

AptarGroup, Inc.

First Amendment

(c)this First Amendment has been duly authorized by all necessary corporate action on the part of the Company;

(d)the execution, delivery and performance by the Company of this First Amendment (i) does not require the consent or approval of any Governmental Authority and (ii) will not (A) violate (1) any provision of law, statute, rule or regulation of any Governmental Authority applicable to the Company, other than violations that would not reasonably be expected to have a Material Adverse Effect, (2) the Company’s certificate of incorporation or bylaws, (3) any order of any court, arbitrator or Governmental Authority applicable to the Company or (4) any provision of any Material indenture or any other Material agreement or instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute a default under any Material indenture or any other Material agreement or instrument referred to in clause (ii)(A)(4) of this Section 2.1(d); and

(e)as of the date hereof and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing.

Section 3. Conditions to Effectiveness of This First Amendment.

Section 3.1. This First Amendment shall not become effective until, and shall become effective when, executed counterparts of this First Amendment, duly executed by the Company and the holders of more than 50% of the principal amount of the Series 2008-A Notes outstanding as of the date of this First Amendment (exclusive of Notes owned by the Company or any of its Affiliates), shall have been delivered to the Noteholders or their special counsel.

Section 4. [Reserved].

Section 5. Miscellaneous.

Section 5.1. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

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AptarGroup, Inc.

First Amendment

(Remainder of page intentionally left blank)

-4-

AptarGroup, Inc.

First Amendment


	AptarGroup, Inc.


	By		/s/ Robert W. Kuhn
			Robert W. Kuhn
			Executive Vice President and Chief
			Financial Officer

AptarGroup, Inc.

First Amendment

Accepted and Agreed to:

American Family Life Insurance
	Company


By		/s/ Phillip Hannifan
		Phillip Hannifan
		Investment Manager

AptarGroup, Inc.

First Amendment

Accepted and Agreed to:

	American United Life Insurance Company


	By		/s/ John C. Mason
			John C. Mason
			V.P. Fixed Income Securities


	The State Life Insurance Company


	By		American United Life Insurance Company
	Its		Agent



	By		/s/ John C. Mason
			John C. Mason
			V.P. Fixed Income Securities

AptarGroup, Inc.

First Amendment

Accepted and Agreed to:

	AXA Equitable Life Insurance Company



	By	/s/ Amy Judd
		Amy Judd
		Investment Officer

AptarGroup, Inc.

First Amendment

Accepted and Agreed to:

	GuideOne Mutual Insurance Company

	By	Advantus Capital Management, Inc.



	By	/s/ James W. Tobin
		James W. Tobin
		Vice President


	By	/s/ John C. Mason
		John C. Mason
		V.P. Fixed Income Securities


Industrial Alliance Pacific Insurance and
Financial Services, Inc.
(Fka: Industrial-Alliance Pacific Life
Insurance Company)

	By:	Advantus Capital Management, Inc.



	By	/s/ James W. Tobin
		James W. Tobin
		Vice President

AptarGroup, Inc.

First Amendment

Accepted and Agreed to:

	Catholic Financial Life
	(fka: Catholic Knights)

	By: Advantus Capital Management, Inc.



	By	/s/ James W. Tobin
		James W. Tobin
		Vice President


	Cincinnati Insurance Company

	By	Advantus Capital Management, Inc.



	By	/s/ James W. Tobin
		James W. Tobin
		Vice President


	Fidelity Life Association

	By:	Advantus Capital Management, Inc.



	By	/s/ James W. Tobin
		James W. Tobin
		Vice President


	Fort Dearborn Life Insurance Company

	By:	Advantus Capital Management, Inc.



	By	/s/ James W. Tobin
		James W. Tobin
		Vice President

AptarGroup, Inc.

First Amendment

Accepted and Agreed to:

	The Lafayette Life Insurance Company


	By: Advantus Capital Management, Inc.



	By	/s/ James W. Tobin
		James W. Tobin
		Vice President


	Minnesota Life Insurance Company

	By	Advantus Capital Management, Inc.



	By	/s/ James W. Tobin
		James W. Tobin
		Vice President


	United Insurance Company of America

	By:	Advantus Capital Management, Inc.



	By	/s/ James W. Tobin
		James W. Tobin
		Vice President


	World Insurance Company

	By:	Advantus Capital Management, Inc.



	By	/s/ James W. Tobin
		James W. Tobin
		Vice President

AptarGroup, Inc.

First Amendment

Accepted and Agreed to:

	Modern Woodmen of America


	By	/s/ Douglas A. Pannier
		Douglas A. Pannier
		Portfolio Manager – Private Placements

AptarGroup, Inc.

First Amendment

Accepted and Agreed to:

National Guardian Life Insurance
	Company



By		/s/ R.A. Mucci
		R.A. Mucci
		Senior Vice President & Treasurer


Settlers Life Insurance Company



By		/s/ R.A. Mucci
		R.A. Mucci
		Senior Vice President & Treasurer

AptarGroup, Inc.

First Amendment

Accepted and Agreed to:

	National Life Insurance Company



	By	/s/ R. Scott Higgins
		R. Scott Higgins
		Sentinel Asset Management

AptarGroup, Inc.

First Amendment

Accepted and Agreed to:

The Northwestern Mutual Life Insurance
	Company



By		/s/ David A. Barras
		David A. Barras
		Its Authorized Representative

AptarGroup, Inc.

First Amendment

Accepted and Agreed to:

Southern Farm Bureau Life Insurance
	Company



By		/s/ David Divine
		David Divine
		Portfolio Manager

EX-4.3 4 a6528476ex4-3.htm EXHIBIT 4.3 a6528476ex4-3.htm

Execution Version

Exhibit 4.3

Supplemental Note Purchase Agreement

AptarGroup, Inc.

475 West Terra Cotta Avenue, Suite E

Crystal Lake, Illinois 60014

As of November 30, 2010

To Each of the Purchasers

Named in the Supplemental

Purchaser Schedule Exhibit A Attached Hereto (each, a “Supplemental Purchaser”)

Ladies and Gentlemen:

Reference is made to the Note Purchase Agreement, dated as of July 31, 2008 between AptarGroup, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed in Schedule A thereto, as amended by that certain First Amendment to Note Purchase Agreement dated as of November 30, 2010 (as hereinafter further amended and supplemented, the “Agreement”). Terms used but not defined herein shall have the respective meanings set forth in the Agreement.

As contemplated in Section 1.2 of the Agreement, the Company agrees with you as follows:

A.Subsequent Series of Notes. The Company has authorized the issue and sale of (i) $16,000,000 aggregate principal amount of Notes to be designated as its 2.33% Senior Notes, Series 2008-B-1, due November 30, 2015 (the “Series 2008-B-1 Notes”) and (ii) $84,000,000 aggregate principal amount of Notes to be designated as its 3.78% Senior Notes, Series 2008-B-2, due November 30, 2020 (the “Series 2008-B-2 Notes”, and together with the Series 2008-B-1 Notes, the “S eries 2008-B Notes,” such term to include any such Notes issued in substitution therefor pursuant to Section 13 of the Agreement). The Series 2008-B Notes shall be substantially in the form attached to the Agreement as Exhibit 1.2(B), with such changes therefrom, if any, as may be approved by you and the Company.

B.Purchase and Sale of Series 2008-B Notes. Subject to the terms and conditions of the Agreement and this Supplemental Note Purchase Agreement, the Company hereby agrees to issue and sell to each Supplemental Purchaser set forth on the Supplemental Purchaser Schedule attached hereto (collectively, the “Series 2008-B Purchasers”) and each Series 2008-B Purchaser agrees to purchase from the Company at the Series 2008-B Closing (as defined below) the aggregate principal amount and tra nche of the Series 2008-B Notes set opposite such Series 2008-B Purchaser’s name in such Supplemental Purchaser Schedule at the purchase price of 100% of the principal amount thereof. The obligations of the Series 2008-B Purchasers hereunder are several and not joint obligations, and no Series 2008-B Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Series 2008-B Purchaser hereunder.

C.Closing. The sale and purchase of the Series 2008-B Notes shall take place at the offices of Chapman and Cutler LLP, 111 West Monroe, Chicago, IL 60603 at 10:00 a.m. Chicago time, at a closing (the “Series 2008-B Closing”) on November 30, 2010. At the Series 2008-B Closing, the Company will deliver to each Series 2008-B Purchaser the Series 2008-B Notes of the tranche to be purchased by such Series 2008-B Purchaser in the form of a single Series 2008-B Note (or such greater number of Series 2008-B Notes in denominations of at least $500,000 as such Series 2008-B Purchaser may request) dated the date of the Series 2008-B Closing and registered in its name (or in the name of its nominee), against delivery by such Series 2008-B Purchaser to the Company or its order of immediately available funds for the Company’s account to account number 8188-9-00150 at Bank of America, 100 West 33rd Street, New York, New York 10001, ABA #026009593. If at the Series 2008-B Closing the Company shall fail to tender such Series 2008-B Notes to any Series 2008-B Purchaser as provided above in this Section C, or any of the conditions specified in Section 4 of the Agreement, as modified or expanded by Section D hereof, shall not have been fulfilled to such Series 2008-B Purchaser’s satisfaction, such Series 2008-B Purchaser shall, at its election, be relieved of all further obligations under the Agreement and this Supplemental Note Purchase Agreement, without thereby waiving any rights it may have by reason of such failure or such nonfulfillment.

D.Conditions to Series 2008-B Closing. The obligation of each Series 2008-B Purchaser to purchase and pay for the Series 2008-B Notes to be purchased by such Series 2008-B Purchaser hereunder at the Series 2008-B Closing is subject to the fulfillment to its satisfaction, prior to or at the Series 2008-B Closing, of the conditions set forth in Section 4 of the Agreement, (i) except that all references therein to any “Purchaser” shall be deemed to refer to the Series 2008-B Purchasers, all references therein to “this Agreement” shall be deemed to refer to the Agreement as supplemented by this Supplemental Note Purchase Agreement, all references therein to the Series 2008-A Notes shall be deemed to refer to the Series 2008-B Notes and all references therein to the Closing shall be deemed to refer to the Series 2008-B Closing and (ii) except for such changes to such conditions as are set forth in Exhibit B.

E.Prepayments. The Series 2008-B Notes are not subject to mandatory prepayment by the Company. The Series 2008-B Notes shall be subject to prepayment only pursuant to the optional prepayments permitted by Section 8.2 of the Agreement.

F. Representations and Warranties of the Company. The Company represents and warrants to each Series 2008-B Purchaser that each of the representations and warranties set forth in Section 5 of the Agreement is true and correct as of the date hereof (i) except that all references therein to any “Purchaser” and “you” shall be deemed to refer to the Series 2008-B Purchasers, all references therein to “this Agreement” shall be deemed to refer to the Agreement as supplemented by this Supplemental Note Purchase Agreement, all references therein to “Notes” shall be deemed to include the Series 2008-B Notes, all references therein t o the Series 2008-A Notes shall be deemed to refer to the Series 2008-B Notes and all references therein to the Closing shall be deemed to refer to the Series 2008-B Closing and (ii) except for changes to such representations and warranties or the Schedules referred to therein, which changes are set forth in the attached Exhibit C (with the Section references thereinafter set forth corresponding to the similar sections of the Note Purchase Agreement which are supplemented thereby).

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G.Purchaser Representations and Warranties. Each Series 2008-B Purchaser represents and warrants that the representations and warranties set forth in Section 6 of the Agreement are true and correct on the date hereof as to such Series 2008-B Purchaser except that all references to “Purchaser” therein shall be deemed to refer to the Series 2008-B Purchasers, all references to “Notes” therein shall be deemed to include the Series 2008-B Notes and all references to the Series 2008-A Notes shall be deemed to refer to the Series 2008-B Notes.

H.Series 2008-B Notes Issued under and Pursuant to Agreement. Except as otherwise expressly provided above (and expressly permitted by the Agreement), all of the provisions of the Agreement are incorporated by reference herein and shall apply to the Series 2008-B Notes as if expressly set forth in this Supplemental Note Purchase Agreement. Accordingly, the Series 2008-B Notes shall be deemed to be issued under, to be subject to and to have the benefit of all of the terms and provisions of the Agreement as the same may from time to time be amended and supplemented in the manner provided therein.

(Remainder of page intentionally left blank)

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The execution hereof by the Series 2008-B Purchasers shall constitute a contract among the Company and the Series 2008-B Purchasers for the uses and purposes hereinabove set forth. By their acceptance hereof, each of the Series 2008-B Purchasers shall also be deemed to have accepted and agreed to the terms and provisions of the Agreement (except as expressly provided above and expressly permitted by the Agreement).

	AptarGroup, Inc.



	By	/s/ Robert W. Kuhn
		Robert W. Kuhn
		Executive Vice President and Chief Financial Officer

Accepted as of November 30, 2010

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Accepted as of November 30, 2010

Metropolitan Life Insurance Company


MetLife Investors Insurance Company by Metropolitan Life Insurance Company, its Investment Manager


First MetLife Investors Insurance Company by Metropolitan Life Insurance Company, its Investment Manager


By	/s/ Judith A. Gulotta
	Name:	Judith A. Gulotta
	Title:	Managing Director

Supplemental Note Purchase Agreement

AptarGroup, Inc.

Accepted as of November 30, 2010

The Northwestern Mutual Life Insurance Company



By	/s/ David A. Barras
	Name:	David A. Barras
	Title:	Its Authorized Representative

Supplemental Note Purchase Agreement

AptarGroup, Inc.

Accepted as of November 30, 2010

AXA Equitable Life Insurance Company



By	/s/ Amy Judd
	Name:	Amy Judd
	Title:	Investment Officer


MONY Life Insurance Company



By	/s/ Amy Judd
	Name:	Amy Judd
	Title:	Investment Officer

Supplemental Note Purchase Agreement

AptarGroup, Inc.

Accepted as of November 30, 2010

Modern Woodmen of America



By	/s/ W. Kenny Massey
	Name:	W. Kenny Massey
	Title:	President & CEO

Supplemental Note Purchase Agreement

AptarGroup, Inc.

Accepted as of November 30, 2010

World Insurance Company Occidental Life Insurance Company of North Carolina MTL Insurance Company Industrial Alliance Pacific Insurance and Financial Services, Inc. Trustmark Insurance Company American Amicable Life Insurance Company of Texas

By:	Advantus Capital Management, Inc.

By	/s/ James W. Tobin
	Name:	James W. Tobin
	Title:	Vice President

Supplemental Note Purchase Agreement

AptarGroup, Inc.

Accepted as of November 30, 2010

American United Life Insurance Company



By	/s/ John C. Mason
Name:		John C. Mason
Title:		V.P. Fixed Income Securities


The State Life Insurance Company


By:	American United Life Insurance Company
Its:	Agent



By	/s/ John C. Mason
Name:		John C. Mason
Title:		V.P. Fixed Income Securities

Supplemental Note Purchase Agreement

AptarGroup, Inc.

Exhibit B

1.	In the second sentence of Section 4.2 of the Note Purchase Agreement, “March 31, 2008” shall be replaced with “September 30, 2010.”

2.	In Section 4.6 of the Note Purchase Agreement, “Schedule A” shall be replaced with “the Supplemental Purchaser Schedule attached hereto.”

Supplemental Note Purchase Agreement

AptarGroup, Inc.

Exhibit C

1.	The first sentence of Section 5.3 of the Note Purchase Agreement shall be replaced with the following:

The Company, through its agent, J.P. Morgan Securities LLC, has delivered to each Purchaser a copy of a Private Placement Offering Memorandum dated October 21, 2010 (the “Memorandum”), relating to the transactions contemplated hereby.

2.	In the fourth sentence of Section 5.3 of the Note Purchase Agreement, “December 31, 2007” shall be replaced with “December 31, 2009.”

3.	The disclosure set forth in Schedule 5.4 to the Note Purchase Agreement shall be replaced with the disclosure set forth in the attached Schedule 5.4.

4.	The disclosure set forth in Schedule 5.5 to the Note Purchase Agreement shall be replaced with the disclosure set forth in the attached Schedule 5.5.

5.	The first sentence of Section 5.13 of the Note Purchase Agreement, shall be replaced with the following:

Neither the Company nor anyone acting on its behalf has offered the Series 2008-B Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 30 other Institutional Investors (excluding Affiliates of the Purchasers), each of which has been offered the Series 2008-B Notes at a private sale for investment.

6.	In the first sentence of Section 5.15(a) of the Note Purchase Agreement, “June 30, 2008” shall be replaced with “September 30, 2010.”

7.	The disclosure set forth in Schedule 5.15 to the Note Purchase Agreement shall be replaced with the disclosure set forth in the attached Schedule 5.15.

Supplemental Note Purchase Agreement

AptarGroup, Inc.

EX-4.4 5 a6528476ex4-4.htm EXHIBIT 4.4 a6528476ex4-4.htm

EXHIBIT 4.4

AptarGroup, Inc.

2.33% Senior Note, Series 2008-B-1 due November 30, 2015

No. _________	[November 30, 2010]
$ ___________	PPN 038336 C*2

For Value Received, the undersigned, AptarGroup, Inc. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [_________________], or registered assigns, the principal sum of [____________________] Dollars (or so much thereof as shall not have been prepaid) on November 30, 2015, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 2.33% per annum from the date hereof, payable semiannually, on the 30th day of November and May in ea ch year, commencing with the November 30 or May 30 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), at a rate per annum from time to time equal to the greater of (i) 4.33% or (ii) 2% over the rate of interest publicly announced by Bank of America from time to time in Chicago, Illinois as its “base” or “prime” rate payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Chicago, Illinois or at the principal office of Bank of America in Chicago, Illinois or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Supplemental Note Purchase Agreement dated as of November 30, 2010 (the “Supplemental Note Purchase Agreement”) between the Company and the Series 2008-B Purchasers named therein and is entitled to the benefits thereof. The Supplemental Note Purchase Agreement supplements that certain Note Purchase Agreement dated as of July 31, 2008 as amended by that certain First Amendment to Note Purchase agreement dated as of November 30, 2010 (as from time to time further amended or supplemented, including as supplemented by the Supplemental Note Purchase Agreement, the “Note Purchase Agreement”). Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6 of the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default (as defined in the Note Purchase Agreement) occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

[Remainder of Page Intentionally Left Blank]

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This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of Illinois, excluding choice-of-law principles of the law of such State that would permit or require application of the laws of a jurisdiction other than such State.

AptarGroup, Inc.



By
	Name:	Robert W. Kuhn
	Title:	Executive Vice President and Chief Financial Officer

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EX-4.5 6 a6528476ex4-5.htm EXHIBIT 4.5 a6528476ex4-5.htm

EXHIBIT 4.5

AptarGroup, Inc.

3.78% Senior Note, Series 2008-B-2 due November 30, 2020

No. _________	[November 30, 2010]
$ ___________	PPN 038336 C@0

For Value Received, the undersigned, AptarGroup, Inc. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [_________________], or registered assigns, the principal sum of [____________________] Dollars (or so much thereof as shall not have been prepaid) on November 30, 2020, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 3.78% per annum from the date hereof, payable semiannually, on the 30th day of November and May in ea ch year, commencing with the November 30 or May 30 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), at a rate per annum from time to time equal to the greater of (i) 5.78% or (ii) 2% over the rate of interest publicly announced by Bank of America from time to time in Chicago, Illinois as its “base” or “prime” rate payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

[Remainder of Page Intentionally Left Blank]

-2-

AptarGroup, Inc.



By
	Name:	Robert W. Kuhn
	Title:	Executive Vice President and Chief Financial Officer

- -3-