Statistik Asas
| LEI | 5493004Z6P7TSVB1L042 |
| CIK | 1531491 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to SIG Group AG - Depositary Receipt (Common Stock)
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| December 27, 2012 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-185285 PROSPECTUS Reynolds Group Issuer Inc. Reynolds Group Issuer LLC Reynolds Group Issuer (Luxembourg) S.A. Offer to Exchange $3,250,000,000 Outstanding 5.750% Senior Secured Notes due 2020 (the “old notes”) and Related Guarantees for $3,250,000,000 Registered 5.750% Senior Secured Notes due 2020 (the “new notes”) and Relat |
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| December 21, 2012 |
EX-10.3.91 145 d444736dex10391.htm SUPPLEMENTAL INDENTURE TO THE 9.5% SENIOR SUBORDINATED NOTES DUE 2017 INDENTURE EXHIBIT 10.3.91 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 14, 2012, among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a Luxembourg public limited liability company (société anonyme), having its registered office at 6, Parc |
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| December 21, 2012 |
EX-10.2.90 142 d444736dex10290.htm SUPPLEMENTAL INDENTURE TO THE 8% SENIOR NOTES DUE 2016 INDENTURE EXHIBIT 10.2.90 EXECUTION SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 7, 2012, among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a Luxembourg public limited liability company (société anonyme), having its registered office at 6, Parc d’Act |
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| December 21, 2012 |
[Letterhead of Pestalozzi Attorneys at Law Ltd] Opinion of Pestalozzi Attorneys at Law Ltd EXHIBIT 5.22 [Letterhead of Pestalozzi Attorneys at Law Ltd] Persons Listed in Schedule 1 Attached Hereto (the “Addressees”) Zurich, December 19, 2012 Registration Statement on Form F-4 – Legal Opinion of Swiss Counsel Dear Sirs: We have acted as special legal counsel as to matters of Swiss law to the Swiss SIG entities, namely SIG Combibloc Group AG with |
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| December 21, 2012 |
[Letterhead of Loyens & Loeff Avocats à la Cour] Opinion of Loyens & Loeff, Avocats a la Cour EXHIBIT 5.18 [Letterhead of Loyens & Loeff Avocats à la Cour] Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand and the addresess listed in Schedule 1 of this legal opinion (the Opinion) (the Addressees) December 19, 2012 Dear Sirs, Form F-4 Registration Statement (the Registration Statement) under the Securities Act o |
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| December 21, 2012 |
Exhibit 10.135 Agreement of Indemnification Dated 2 November, 2012 Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined in this Agreement of Indemnification (United States – International Tray Pads & Packaging, Inc.) Contents Clause Page 1. Definitions 1 2. Indemnification 2 3. Limitations on Indemnification 2 4. Indemnification Procedure 2 5. Severability 3 6. |
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| December 21, 2012 |
EX-4.589 101 d444736dex4589.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.589 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austr |
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| December 21, 2012 |
EX-4.586 98 d444736dex4586.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.586 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austri |
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| December 21, 2012 |
EXHIBIT 4.584 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this |
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| December 21, 2012 |
EXHIBIT 4.583 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this |
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| December 21, 2012 |
EX-4.581 93 d444736dex4581.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.581 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austri |
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| December 21, 2012 |
EX-4.564 76 d444736dex4564.htm AMENDMENT AGREEMENT NO. 6 RELATING TO A FLOATING CHARGE AGREEMENT EXHIBIT 4.564 Final version AMENDMENT AGREEMENT NO. 6 dated 7 NOVEMBER, 2012 for CSI HUNGARY GYÁRTÓ ÉS KERESKEDELMI KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG as Chargor and WILMINGTON TRUST (LONDON) LIMITED as Chargee RELATING TO A FLOATING CHARGE AGREEMENT DATED 29 JANUARY 2010 AS AMENDED ON 4 MAY 2010, 16 NOVEM |
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| December 21, 2012 |
EX-4.544 56 d444736dex4544.htm ACCOUNT PLEDGE AGREEMENT EXHIBIT 4.544 Execution Version SIG BETEILIGUNGS GMBH (FORMERLY SIG VIETNAM BETEILIGUNGS GMBH) as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any docu |
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| December 21, 2012 |
EXHIBIT 4.540 Execution Version SIG EURO HOLDING AG & CO. KGaA as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as p |
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| December 21, 2012 |
EX-4.539 51 d444736dex4539.htm ACCOUNT PLEDGE AGREEMENT EXHIBIT 4.539 Execution Version CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which inclu |
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| December 21, 2012 |
EXHIBIT 4.5.16 EXECUTION 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 docum |
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| December 21, 2012 |
EXHIBIT 4.2.19 EXECUTION 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 docum |
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| December 21, 2012 |
RESOLUTIONS OF THE SOLE SHAREHOLDER EX-3.247 6 d444736dex3247.htm ARTICLES OF ASSOCIATION OF BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A. EXHIBIT 3.247 Beverage Packaging Holdings (Luxembourg) V S.A. Société anonyme Siège social: 6C rue Gabriel Lippmann, L-5365 Munsbach CONSTITUTION DE SOCIETE DU 11 DECEMBRE 2012 NUMERO In the year two thousand twelve, on the eleventh day of December, Before the undersigned, Henri Hellinckx, a no |
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| December 21, 2012 |
NATIONAL CONVERTING COMPANY, INC. ARTICLE I EXHIBIT 3.246 EXECUTION NATIONAL CONVERTING COMPANY, INC. BYLAWS ARTICLE I OFFICES Section 1. Principal Office. The principal office of the corporation shall be located at Ledbetter Street; Post Office Box 190; Cordova, Richmond County, North Carolina 28330, or at such other places as may be determined from time to time by the directors. Section 2. Registered Office. The registered office of the c |
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| December 21, 2012 |
EX-10.5.13 147 d444736dex10513.htm REAFFIRMATION AGREEMENT, DATED AS OF NOVEMBER 7, 2012 EXHIBIT 10.5.13 EXECUTION 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 |
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| December 21, 2012 |
EXHIBIT 99.2 FORM OF LETTER TO NOMINEE REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 5.750% Senior Secured Notes due 2020 for a Like Principal Amount of Corresponding New Notes Registered Under the Securities Act of 1933, as amended (the “Securities Act”) To: Registered Holders and the Depository Trust Company |
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| December 21, 2012 |
[Letterhead of Jones Waldo, Holbrook & McDonough, P.C.] Opinion of Jones Waldo Holbrook & McDonough, PC EXHIBIT 5.28 [Letterhead of Jones Waldo, Holbrook & McDonough, P.C.] Final December 19, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents |
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| December 21, 2012 |
[Letterhead of Debevoise & Plimpton LLP] Opinion of Debevoise & Plimpton LLP (London) EXHIBIT 5.24 [Letterhead of Debevoise & Plimpton LLP] December 19, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Dri |
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| December 21, 2012 |
EX-4.6.35 15 d444736dex4635.htm SIXTEENTH SUPPLEMENTAL INDENTURE TO THE 8.250% SENIOR NOTES EXHIBIT 4.6.35 EXECUTION 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 th |
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| December 21, 2012 |
EXHIBIT 4.566 Final version AMENDMENT AGREEMENT NO. 6 dated 7 NOVEMBER, 2012 for CSI HUNGARY GYÁRTÓ ÉS KERESKEDELMI KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG as Chargor and WILMINGTON TRUST (LONDON) LIMITED as Chargee RELATING TO A FIXED CHARGE AGREEMENT DATED 29 JANUARY 2010 AS AMENDED ON 4 MAY 2010, 16 NOVEMBER 2010, 1 FEBRUARY 2011, 9 FEBRUARY 2011 AND 8 SEPTEMBER 2011 The taking of this document or any c |
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| December 21, 2012 |
EX-4.563 75 d444736dex4563.htm DEED OF CONFIRMATION AND AMENDMENT RELATING TO A SHARE CHARGE EXHIBIT 4.563 Execution Version DATED 7 NOVEMBER 2012 GRAHAM PACKAGING COMPANY, L.P. AND WILMINGTON TRUST (LONDON) LIMITED AS COLLATERAL AGENT DEED OF CONFIRMATION AND AMENDMENT The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any |
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| December 21, 2012 |
EX-4.560 72 d444736dex4560.htm DEED OF CONFIRMATION AND AMENDMENT RELATING TO A SHARE CHARGE EXHIBIT 4.560 Execution Version DATED 7 NOVEMBER 2012 SIG COMBIBLOC GROUP AG AND WILMINGTON TRUST (LONDON) LIMITED AS COLLATERAL AGENT DEED OF CONFIRMATION AND AMENDMENT The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any documen |
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| December 21, 2012 |
EX-4.559 71 d444736dex4559.htm DEED OF CONFIRMATION AND AMENDMENT RELATING TO A DEBENTURE EXHIBIT 4.559 Execution Version DATED 7 NOVEMBER 2012 SIG COMBIBLOC LIMITED AND WILMINGTON TRUST (LONDON) LIMITED AS COLLATERAL AGENT DEED OF CONFIRMATION AND AMENDMENT The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document wh |
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| December 21, 2012 |
EX-4.555 67 d444736dex4555.htm ACCOUNT PLEDGE AGREEMENT EXHIBIT 4.555 Execution Version SIG ASSET HOLDINGS LIMITED as Pledgor WILMINGTON TRUST (LONDON) LIMITED as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written co |
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| December 21, 2012 |
EX-4.552 64 d444736dex4552.htm ACCOUNT PLEDGE AGREEMENT EXHIBIT 4.552 Execution Version SIG COMBIBLOC GROUP AG as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmation |
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| December 21, 2012 |
EX-4.531 43 d444736dex4531.htm FIFTH AMENDMENT TO QUOTA PLEDGE AGREEMENT EXHIBIT 4.531 Execution Version FIFTH AMENDMENT TO THE QUOTA PLEDGE AGREEMENT Among THE BANK OF NEW YORK MELLON as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor Agreement CLOSURE SYSTEMS INTERNATIONAL B.V. and CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC. as Grantors and CLOSURE SYST |
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| December 21, 2012 |
EX-4.529 41 d444736dex4529.htm AMENDMENT AGREEMENT NO. 5 EXHIBIT 4.529 AMENDMENT AGREEMENT NO. 5 dated 7 NOVEMBER 2012 for SIG COMBIBLOC GMBH & CO KG as Chargor and WILMINGTON TRUST (LONDON) LIMITED as Chargee RELATING TO A CHARGE AND SECURITY DEPOSIT OVER BANK ACCOUNTS AGREEMENT DATED 4 MARCH 2010 AS AMENDED ON 27 AUGUST 2010, 14 JANUARY 2011, 7 JUNE 2011 AND 14 OCTOBER 2011 The taking of this do |
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| December 21, 2012 |
EX-4.527 39 d444736dex4527.htm ACCOUNT PLEDGE AGREEMENT, DATED NOVEMBER 7, 2012 EXHIBIT 4.527 Execution Version SIG COMBIBLOC GMBH & CO. KG as Pledgor WILMINGTON TRUST (LONDON) LIMITED as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document |
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| December 21, 2012 |
EX-4.525 37 d444736dex4525.htm CONFIRMATION AGREEMENT EXHIBIT 4.525 EXECUTION VERSION The taking of this Agreement or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document in Austria or send |
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| December 21, 2012 |
EX-4.15.8 33 d444736dex4158.htm ACCESSION AGREEMENT EXHIBIT 4.15.8 EXECUTION VERSION ACCESSION AGREEMENT The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Finance Document |
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| December 21, 2012 |
REGISTRATION RIGHTS AGREEMENT JOINDER EXHIBIT 4.12.16 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 e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of t |
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| December 21, 2012 |
EX-4.561 73 d444736dex4561.htm DEED OF CONFIRMATION AND AMENDMENT RELATING TO A DEBENTURE EXHIBIT 4.561 Execution Version DATED 7 NOVEMBER 2012 CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED AND WILMINGTON TRUST (LONDON) LIMITED AS COLLATERAL AGENT DEED OF CONFIRMATION AND AMENDMENT The taking of this document or any certified copy of it or any document which constitutes substitute documentatio |
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| December 21, 2012 |
EXHIBIT 4.554 Execution Version SIG COMBIBLOC PROCUREMENT AG as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as pri |
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| December 21, 2012 |
[Letterhead of Ballard Spahr LLP] Opinion of Ballard Spahr LLP Exhibit 5.25 [Letterhead of Ballard Spahr LLP] December 19, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer (Luxembourg) S.A. 6C Rue Gabriel Lippmann, L-5365 Munsbach Grand Duchy of Luxembourg Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101 Dover, Delaware 199 |
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| December 21, 2012 |
EX-4.595 107 d444736dex4595.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.595 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austr |
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| December 21, 2012 |
EXHIBIT 4.585 The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attach |
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| December 21, 2012 |
EXHIBIT 4.578 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this |
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| December 21, 2012 |
Representations and Warranties EXHIBIT 4.573 Execution Version THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF IT OR ANY DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO ANY LOAN DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION TO WHICH A PDF SCAN OF THIS |
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| December 21, 2012 |
EX-99.3 159 d444736dex993.htm FORM OF LETTER TO CLIENTS EXHIBIT 99.3 FORM OF LETTER TO CLIENTS REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 5.750% Senior Secured Notes due 2020 for a Like Principal Amount of Corresponding New Notes Registered Under the Securities Act of 1933, as amended (the “Securities Act”) |
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| December 21, 2012 |
EX-99.1 157 d444736dex991.htm FORM OF LETTER OF TRANSMITTAL EXHIBIT 99.1 FORM OF LETTER OF TRANSMITTAL REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. OFFER TO EXCHANGE up to $3,250,000,000 aggregate principal amount of their 5.750% Senior Secured Notes due 2020 and related guarantees (CUSIP 761735 AN9 and U8002W AE7; ISIN US761735AN93 and USU8002WAE76) |
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| December 21, 2012 |
[Letterhead of Carey Olsen LLP] Opinion of Carey Olsen LLP EXHIBIT 5.13 [Letterhead of Carey Olsen LLP] The Recipients listed in Schedule 1 hereof (together, the “Recipient”) 19 December 2012 Dear Sirs SIG Asset Holdings Limited (Company Number 28883) (the “Company”) 1. INTRODUCTION 1.1 You have asked for our legal opinion on matters of law of the Island of Guernsey (“Guernsey”) in connection with the US$3,250,000,000 aggregate |
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| December 21, 2012 |
[Letterhead of Harney Westwood & Riegels LLP] Opinion of Harney Westwood & Riegels EXHIBIT 5.10 [Letterhead of Harney Westwood & Riegels LLP] 19 December 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, |
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| December 21, 2012 |
EXHIBIT 4.6.45 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 att |
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| December 21, 2012 |
EXHIBIT 4.598 Execution Version BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A. AS PLEDGOR THE BANK OF NEW YORK MELLON AS COLLATERAL AGENT BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A. AS COMPANY PLEDGE OVER SHARES AGREEMENT (BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, |
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| December 21, 2012 |
EX-4.590 102 d444736dex4590.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.590 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austr |
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| December 21, 2012 |
EX-4.588 100 d444736dex4588.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.588 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austr |
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| December 21, 2012 |
EX-4.580 92 d444736dex4580.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.580 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austri |
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| December 21, 2012 |
EX-4.570 82 d444736dex4570.htm PLEDGE OVER RECEIVABLES AGREEMENT EXHIBIT 4.570 EXECUTION VERSION BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L. AS PLEDGOR AND THE BANK OF NEW YORK MELLON AS COLLATERAL AGENT PLEDGE OVER RECEIVABLES AGREEMENT The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes |
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| December 21, 2012 |
EX-4.567 79 d444736dex4567.htm AMENDMENT AGREEMENT NO. 6 RELATING TO A QUOTA CHARGE AGREEMENT EXHIBIT 4.567 Final version AMENDMENT AGREEMENT NO. 6 dated 7 NOVEMBER, 2012 for CLOSURE SYSTEMS INTERNATIONAL B.V. as Chargor and WILMINGTON TRUST (LONDON) LIMITED as Chargee RELATING TO A QUOTA CHARGE AGREEMENT DATED 29 JANUARY 2010 AS AMENDED ON 4 MAY 2010, 16 NOVEMBER 2010, 1 FEBRUARY 2011, 9 FEBRUARY |
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| December 21, 2012 |
Account Pledge Agreement EXHIBIT 4.543 Execution Version SIG COMBIBLOC HOLDING GMBH as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into |
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| December 21, 2012 |
EX-3.67 2 d444736dex367.htm FIFTEENTH AMENDMENT AND RESTATEMENT OF THE ARTICLES OF ASSOCIATION EXHIBIT 3.67 CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA. CNPJ/MF No. 09.074.885/0001-48 NIRE 35.221.743.480 FIFTEENTH AMENDMENT AND RESTATEMENT OF THE ARTICLES OF ASSOCIATION CLOSURE SYSTEMS INTERNATIONAL B.V., a company incorporated and existing under the laws of The Netherlands, wi |
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| December 21, 2012 |
EX-4.565 77 d444736dex4565.htm AMENDMENT AGREEMENT NO. 6 RELATING TO A CHARGE EXHIBIT 4.565 Final version AMENDMENT AGREEMENT NO. 6 dated 7 NOVEMBER, 2012 for CSI HUNGARY GYÁRTÓ ÉS KERESKEDELMI KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG as Chargor and WILMINGTON TRUST (LONDON) LIMITED as Chargee RELATING TO A CHARGE AND SECURITY DEPOSIT OVER BANK ACCOUNTS AGREEMENT DATED 29 JANUARY 2010 AS AMENDED ON 4 MAY 20 |
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| December 21, 2012 |
EX-4.562 74 d444736dex4562.htm DEED OF CONFIRMATION AND AMENDMENT RELATING TO A SHARE CHARGE EXHIBIT 4.562 Execution Version DATED 7 NOVEMBER 2012 CLOSURE SYSTEMS INTERNATIONAL B.V. AND WILMINGTON TRUST (LONDON) LIMITED AS COLLATERAL AGENT DEED OF CONFIRMATION AND AMENDMENT The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or |
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| December 21, 2012 |
EX-4.556 68 d444736dex4556.htm NON NOTARIAL SHARE AND INTEREST PLEDGE AGREEMENT EXHIBIT 4.556 Execution Version SIG COMBIBLOC GROUP AG SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG (FORMERLY SIG REINAG AG) as Pledgors and THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee JUNIOR SHARE AND PARTNERSHIP INTEREST PLEDGE AGREEMENT relating to the shares (Verpfändung von Aktien) and interests (V |
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| December 21, 2012 |
EX-4.551 63 d444736dex4551.htm ACCOUNT PLEDGE AGREEMENT EXHIBIT 4.551 Execution Version OMNI-PAC GMBH VERPACKUNGSMITTEL as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written con |
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| December 21, 2012 |
EX-4.548 60 d444736dex4548.htm ACCOUNT PLEDGE AGREEMENT EXHIBIT 4.548 Execution Version SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes writt |
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| December 21, 2012 |
EX-4.537 49 d444736dex4537.htm FIFTH AMENDMENT TO QUOTA PLEDGE AGREEMENT EXHIBIT 4.537 Execution version FIFTH AMENDMENT TO THE QUOTA PLEDGE AGREEMENT among THE BANK OF NEW YORK MELLON as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor Agreement SIG EURO HOLDING AG & CO. KGAA and SIG BEVERAGES GERMANY GMBH as Grantors and SIG BEVERAGES BRASIL LTDA. as the |
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| December 21, 2012 |
EX-4.534 46 d444736dex4534.htm FIFTH AMENDMENT TO PLEDGE AGREEMENT OVER INVENTORY EXHIBIT 4.534 Execution version FIFTH AMENDMENT TO THE PLEDGE AGREEMENT OVER INVENTORY, EQUIPMENT AND OTHER ASSETS between THE BANK OF NEW YORK MELLON as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor Agreement and CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO |
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| December 21, 2012 |
EXHIBIT 4.528 Execution Version SIG AUSTRIA HOLDING GMBH as Pledgor SIG EURO HOLDING AG & CO. KGAA as Company THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee PLEDGE AGREEMENT relating to the shares (Verpfändung von Aktien) in SIG EURO HOLDING AG & CO. KGAA The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any d |
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| December 21, 2012 |
EX-4.524 36 d444736dex4524.htm EIGHTH AMENDMENT TO QUOTA PLEDGE AGREEMENT EXHIBIT 4.524 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 e-mail communication which refers to this document |
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| December 21, 2012 |
- AMENDMENT NO.1 TO THE FORM F-4 F-4/A 1 d444736df4a.htm AMENDMENT NO.1 TO THE FORM F-4 Table of Contents As filed with the Securities and Exchange Commission on December 21, 2012 Registration No. 333-185285 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Reynolds Group Holdings Limited New Zealand 2673 Not applicable (Stat |
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| December 21, 2012 |
[Letterhead of Freshfields Bruckhaus Deringer LLP] Opinion of Freshfields Bruckhaus Deringer LLP (Netherlands) EXHIBIT 5.20 [Letterhead of Freshfields Bruckhaus Deringer LLP] Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greent |
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| December 21, 2012 |
Opinion of Borda y Quintana, S.C. EXHIBIT 5.19 [Letterhead of Borda Y Quintana, S.C.] December 19, 2012. Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 10 |
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| December 21, 2012 |
[Letterhead of Pacheco Coto] Registration Statement on Form F-4 Opinion of Pacheco Coto EXHIBIT 5.12 [Letterhead of Pacheco Coto] Registration Statement on Form F-4 San Jose, Costa Rica, December 19, 2012 To: Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand To: Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 To: Reynolds Group Issuer LLC c/o National Regis |
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| December 21, 2012 |
EX-4.593 105 d444736dex4593.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.593 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austr |
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| December 21, 2012 |
EX-4.579 91 d444736dex4579.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.579 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austri |
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| December 21, 2012 |
EX-4.546 58 d444736dex4546.htm ACCOUNT PLEDGE AGREEMENT EXHIBIT 4.546 Execution Version SIG INTERNATIONAL SERVICES GMBH as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written con |
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| December 21, 2012 |
EXHIBIT 4.5.17 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 att |
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| December 21, 2012 |
EX-4.538 50 d444736dex4538.htm ACCOUNT PLEDGE AGREEMENT EXHIBIT 4.538 Execution Version CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document whic |
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| December 21, 2012 |
EX-4.533 45 d444736dex4533.htm FIFTH AMENDMENT TO ACCOUNTS PLEDGE AGREEMENT EXHIBIT 4.533 Execution version FIFTH AMENDMENT TO THE ACCOUNTS PLEDGE AGREEMENT between THE BANK OF NEW YORK MELLON as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor Agreement and CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA. as Grantor Dated as of November 7, |
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| December 21, 2012 |
EXHIBIT 4.4.18 EXECUTION 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 docum |
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| December 21, 2012 |
EX-4.3.18 9 d444736dex4318.htm EIGHTEENTH SUPPLEMENTAL INDENTURE TO THE 7.125% SENIOR SECURED NOTES EXHIBIT 4.3.18 EXECUTION 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 refe |
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| December 21, 2012 |
EX-4.2.20 8 d444736dex4220.htm TWENTIETH SUPPLEMENTAL INDENTURE TO THE 8.50% SENIOR NOTES EXHIBIT 4.2.20 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 |
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| December 21, 2012 |
EXHIBIT 4.12.15 EXECUTION VERSION REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. $3,250,000,000 aggregate principal amount of 5.750% Senior Secured Notes due 2020 REGISTRATION RIGHTS AGREEMENT September 28, 2012 Credit Suisse Securities (USA) LLC as representative of the Initial Purchasers (as defined below) Eleven Madison Avenue New York, New York 100 |
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| December 21, 2012 |
[Remainder of page intentionally left blank] 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 thi |
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| December 21, 2012 |
EX-10.140 149 d444736dex10140.htm DEED POLL OF INDEMNIFICATION DATED DECEMBER 18, 2012 EXHIBIT 10.140 Deed Poll of Indemnification Dated 18 December 2012 Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined in this Deed Poll of Indemnification (Luxembourg – Beverage Packaging Holdings (Luxembourg) V S.A.) Contents Clause Page 1. Definitions 2 2. Indemnification |
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| December 21, 2012 |
EX-4.6.46 26 d444736dex4646.htm SEVENTH SENIOR NOTES SUPPLEMENTAL INDENTURE TO THE 9.875% SENIOR NOTES EXHIBIT 4.6.46 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 t |
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| December 21, 2012 |
TERMINATION AND RELEASE AGREEMENT EX-4.600 112 d444736dex4600.htm TERMINATION AND RELEASE AGREEMENT EXHIBIT 4.600 TERMINATION AND RELEASE AGREEMENT TERMINATION AND RELEASE AGREEMENT dated as of December 20, 2012 (this “Agreement”), by and between The Bank of New York Mellon, as Collateral Agent under the Collateral Agreement (as defined below) (the “Collateral Agent”) and Beverage Packaging Holdings (Luxembourg) III S.à r.l. (“BPI |
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| December 21, 2012 |
EX-4.597 109 d444736dex4597.htm SECURITY OVER CASH AGREEMENT EXHIBIT 4.597 EXECUTION VERSION DATED 28 SEPTEMBER 2012 CLOSURE SYSTEMS INTERNATIONAL INC. IN FAVOUR OF THE BANK OF NEW YORK MELLON AS THE COLLATERAL AGENT SECURITY OVER CASH AGREEMENT The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes |
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| December 21, 2012 |
EXHIBIT 4.594 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this |
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| December 21, 2012 |
EX-4.582 94 d444736dex4582.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.582 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austri |
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| December 21, 2012 |
EX-4.577 89 d444736dex4577.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.577 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austri |
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| December 21, 2012 |
EX-4.569 81 d444736dex4569.htm CONFIRMATION AGREEMENT IN RESPECT OF LUXEMBOURG SECURITY EXHIBIT 4.569 EXECUTION VERSION THE BANK OF NEW YORK MELLON AS COLLATERAL AGENT AND THE COMPANIES LISTED IN SCHEDULE 1 AS PLEDGORS CONFIRMATION AGREEMENT The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes writ |
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| December 21, 2012 |
EXHIBIT 4.549 Execution Version PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria |
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| December 21, 2012 |
EXHIBIT 4.535 Execution version FIFTH AMENDMENT TO THE ACCOUNTS PLEDGE AGREEMENT between THE BANK OF NEW YORK MELLON as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor Agreement and SIG COMBIBLOC DO BRASIL LTDA. as Grantor Dated as of November 7, 2012 FIFTH AMENDMENT TO THE ACCOUNTS PLEDGE AGREEMENT This Fifth Amendment to the Accounts Pledge Agreement (t |
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| December 21, 2012 |
EXHIBIT 4.3.19 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 att |
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| December 21, 2012 |
EX-10.3.90 144 d444736dex10390.htm SUPPLEMENTAL INDENTURE TO THE 9.5% SENIOR SUBORDINATED NOTES DUE 2017 INDENTURE EXHIBIT 10.3.90 EXECUTION SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 7, 2012, among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a Luxembourg public limited liability company (société anonyme), having its registered office a |
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| December 21, 2012 |
[Letterhead of Sher Garner Cahill Richter Klein & Hilbert, L.L.C.] December 19, 2012 Opinion of Sher Garner Cahill Richter Klein McAllister and Hilbert L.L.C. EXHIBIT 5.3 [Letterhead of Sher Garner Cahill Richter Klein & Hilbert, L.L.C.] December 19, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC |
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| December 21, 2012 |
[Letterhead of Blank Rome LLP] December 19, 2012 Opinion of Blank Rome LLP EXHIBIT 5.26 [Letterhead of Blank Rome LLP] December 19, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delawar |
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| December 21, 2012 |
EXHIBIT 4.6.38 EXECUTION 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 docum |
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| December 21, 2012 |
EX-4.6.36 16 d444736dex4636.htm SEVENTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE TO THE 7.875% SENIOR NOTES EXHIBIT 4.6.36 EXECUTION 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 |
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| December 21, 2012 |
EXHIBIT 4.575 EXECUTION VERSION Confirmation and Amendment Agreement dated 7 November 2012 between BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.à r.l. SIG COMBIBLOC GROUP AG SIG ALLCAP AG SIG COMBIBLOC (SCHWEIZ) AG SIG TECHNOLOGY AG SIG COMBIBLOC PROCUREMENT AG SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG (collectively the “Confirming Grantors”) and THE BANK OF NEW YORK MELLON acting as Collater |
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| December 21, 2012 |
R e c o r d e d in Frankfurt am Main on November 7, 2012 EX-4.557 69 d444736dex4557.htm NOTARIAL SHARE PLEDGE AGREEMENT EXHIBIT 4.557 Deed Register No. 617/ 2012-G. R e c o r d e d in Frankfurt am Main on November 7, 2012 Before me, the undersigning Civil Law Notary in the district of the Higher Regional Court (Oberlandesgericht) of Frankfurt am Main Dr. Olaf Gerber with my official place of business in Frankfurt am Main appeared today: 1. Dr. Esther Ma |
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| December 21, 2012 |
EX-4.536 48 d444736dex4536.htm SEVENTH AMENDMENT TO PLEDGE AGREEMENT EXHIBIT 4.536 Execution version SEVENTH AMENDMENT TO THE PLEDGE AGREEMENT OVER RECEIVABLES AND OTHER CREDIT RIGHTS between THE BANK OF NEW YORK MELLON as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor Agreement and SIG COMBIBLOC DO BRASIL LTDA. as Grantor Dated as of November 7, 2012 SE |
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| December 21, 2012 |
EXHIBIT 4.15.10 Accession Deed The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Finance Document in Austria or sending any e-mail communication to which a pdf scan of thi |
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| December 21, 2012 |
EX-10.2.91 143 d444736dex10291.htm SUPPLEMENTAL INDENTURE TO THE 8% SENIOR NOTES DUE 2016 INDENTURE EXHIBIT 10.2.91 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 14, 2012, among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a Luxembourg public limited liability company (société anonyme), having its registered office at 6, Parc d’Activités Sy |
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| December 21, 2012 |
EX-99.4 160 d444736dex994.htm FORM OF INSTRUCTIONS EXHIBIT 99.4 FORM OF INSTRUCTION TO REGISTERED HOLDER AND/OR DTC PARTICIPANT FROM BENEFICIAL OWNER OF REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. 5.750% Senior Secured Notes due 2020 To Registered Holder and/or Participant of the Depository Trust Company (“DTC”): The undersigned hereby acknowledges |
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| December 21, 2012 |
[Letterhead of Roberts & Stevens, P.A.] December 19, 2012 Opinion of Roberts & Stevens, P.A. EXHIBIT 5.6 [Letterhead of Roberts & Stevens, P.A.] December 19, 2012 To each of the Persons Listed on Schedule A attached hereto Re: Registration Statement on Form F-4 Ladies and Gentlemen: We have acted as local counsel in the State of North Carolina (the “State”) for BRPP, LLC, a North Carolina limited liability company (“BRPP”) and International Tray Pads & P |
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| December 21, 2012 |
[Letterhead of Vorys, Sater, Seymour and Pease LLP] December 19, 2012 Opinion of Vorys, Sater, Seymour and Pease LLP EXHIBIT 5.27 [Letterhead of Vorys, Sater, Seymour and Pease LLP] December 19, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 |
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| December 21, 2012 |
[Letterhead of Weerawong, Chinnavat & Peangpanor Ltd.] Opinion of Weerawong, Chinnavat & Peangpanor Ltd. EXHIBIT 5.23 [Letterhead of Weerawong, Chinnavat & Peangpanor Ltd.] December 19, 2012 To: Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand To: Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 To: Reynolds Group Issuer LLC c/o National Registered |
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| December 21, 2012 |
EX-4.6.39 19 d444736dex4639.htm FIFTH SENIOR NOTES SUPPLEMENTAL INDENTURE TO THE 9.875% SENIOR NOTES EXHIBIT 4.6.39 EXECUTION 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 ref |
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| December 21, 2012 |
EX-4.591 103 d444736dex4591.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.591 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austr |
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| December 21, 2012 |
EX-4.587 99 d444736dex4587.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.587 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austri |
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| December 21, 2012 |
[Letterhead of Corrs Chambers Westgarth] Opinion of Corrs Chambers Westgarth EXHIBIT 5.7 [Letterhead of Corrs Chambers Westgarth] 20 December 2012 To each of the persons specified in Schedule 1 Dear Sirs Registration Statement on Form F-4 1 Introduction We have acted as Australian legal counsel to the Addressees in connection with the Transaction Documents. We have been asked to provide this opinion regarding the Transaction Documents un |
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| December 21, 2012 |
[Letterhead of Oppenheim Ügyvédi Iroda] Opinion of Oppenheim Ugyvedi Iroda EXHIBIT 5.16 [Letterhead of Oppenheim Ügyvédi Iroda] To: Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Del |
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| December 21, 2012 |
EX-4.6.47 27 d444736dex4647.htm SECOND SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE TO THE 5.750% SENIOR SECURED EXHIBIT 4.6.47 The taking of any Senior Secured Note Document or any certified copy thereof or any other documents which constitute substitute documentation therefor, or any document that includes written confirmations or references thereto, into Austria as well as printing out any e-mai |
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| December 21, 2012 |
EX-4.6.43 23 d444736dex4643.htm SEVENTEENTH SUPPLEMENTAL INDENTURE TO THE 8.250% SENIOR NOTES EXHIBIT 4.6.43 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 docum |
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| December 21, 2012 |
EX-4.6.37 17 d444736dex4637.htm SEVENTH SENIOR NOTES SUPPLEMENTAL INDENTURE TO THE 9.875% SENIOR NOTES EXHIBIT 4.6.37 EXECUTION 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 r |
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| December 21, 2012 |
EX-4.592 104 d444736dex4592.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.592 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austr |
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| December 21, 2012 |
Representations and Warranties EX-4.574 86 d444736dex4574.htm ACKNOWLEDGEMENT AGREEMENT IN RESPECT OF EQUITY INTERESTS PLEDGE AGREEMENT EXHIBIT 4.574 Execution Version THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF IT OR ANY DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL COMMUNICATION WHIC |
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| December 21, 2012 |
EXHIBIT 4.571 EXECUTION VERSION BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L. AS PLEDGOR THE BANK OF NEW YORK MELLON AS COLLATERAL AGENT BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L. AS COMPANY PLEDGE OVER CPECS AGREEMENT (BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.) The taking of this document or any certified copy of it or any document which constitutes substitute documen |
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| December 21, 2012 |
EXHIBIT 4.558 Execution Version SIG COMBIBLOC GROUP AG, SIG EURO HOLDING AG & CO. KGAA, SIG COMBIBLOC SYSTEMS GMBH, SIG COMBIBLOC HOLDING GMBH, SIG COMBIBLOC GMBH, SIG BEVERAGES GERMANY GMBH, SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH, SIG INTERNATIONAL SERVICES GMBH, SIG INFORMATION TECHNOLOGY GMBH, SIG BETEILIGUNGS GMBH, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH, CLOSURE SYSTEMS INTERNATI |
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| December 21, 2012 |
EXHIBIT 4.553 Execution Version SIG ALLCAP AG as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e |
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| December 21, 2012 |
[Signature Page to Supplement No. 37 to Collateral Agreement] EX-4.13.36 31 d444736dex41336.htm SUPPLEMENT NO.37 TO THE COLLATERAL AGREEMENT EXHIBIT 4.13.36 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 |
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| December 21, 2012 |
EX-21.1 151 d444736dex211.htm LIST OF SUBSIDIARIES Exhibit 21.1 List of RGHL Subsidiaries Country of Incorporation Alusud Argentina S.R.L. Argentina Graham Packaging Argentina S.A. Argentina Graham Packaging San Martin S.A. Argentina Lido Plast San Luis S.A. Argentina SIG Combibloc Argentina S.R.L. Argentina Whakatane Mill Australia Pty Limited Australia SIG Austria Holding GmbH Austria SIG Combib |
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| December 21, 2012 |
EX-10.5.12 146 d444736dex10512.htm REAFFIRMATION AGREEMENT, DATED AS OF SEPTEMBER 28, 2012 EXHIBIT 10.5.12 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 refer |
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| December 21, 2012 |
[Signature Page to Guarantor Joinder of International Tray Pads & Packaging, Inc.] EX-10.1.80 140 d444736dex10180.htm GUARANTOR JOINDER TO THE CREDIT AGREEMENT EXHIBIT 10.1.80 EXECUTION 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 |
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| December 21, 2012 |
EX-4.526 38 d444736dex4526.htm ACCOUNT PLEDGE AGREEMENT, DATED NOVEMBER 7, 2012 EXHIBIT 4.526 Execution Version SIG AUSTRIA HOLDING GMBH as Pledgor WILMINGTON TRUST (LONDON) LIMITED as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document whi |
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| December 21, 2012 |
Representations and Warranties EXHIBIT 4.572 Execution Version THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF IT OR ANY DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO ANY LOAN DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION TO WHICH A PDF SCAN OF THIS |
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| December 21, 2012 |
EX-4.547 59 d444736dex4547.htm ACCOUNT PLEDGE AGREEMENT EXHIBIT 4.547 Execution Version SIG COMBIBLOC SYSTEMS GMBH as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirma |
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| December 21, 2012 |
EXHIBIT 4.541 Execution Version SIG BEVERAGES GERMANY GMBH as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as print |
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| December 21, 2012 |
EX-4.530 42 d444736dex4530.htm CONFIRMATION AND AMENDMENT AGREEMENT, DATED NOVEMBER 7, 2012 EXHIBIT 4.530 EXECUTION VERSION Confirmation and Amendment Agreement dated 7 November 2012 between SIG COMBIBLOC GMBH & CO KG (the “Confirming Grantor”) and WILMINGTON TRUST (LONDON) LIMITED acting as Collateral Agent under the First Lien Intercreditor Agreement (as defined below) for itself and for the ben |
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| December 21, 2012 |
EX-4.4.19 12 d444736dex4419.htm NINETEENTH SUPPLEMENTAL INDENTURE TO THE 9.000% SENIOR NOTES DUE 2019 INDENTURE EXHIBIT 4.4.19 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 re |
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| December 21, 2012 |
EXHIBIT 4.15.9 EXECUTION VERSION Accession Deed The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Finance Document in Austria or sending any e-mail communication to which |
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| December 21, 2012 |
[Remainder of Page Intentionally Left Blank] EX-4.14.5 32 d444736dex4145.htm JOINDER TO THE FIRST LIEN INTERCREDITOR AGREEMENT EXHIBIT 4.14.5 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 e-mail communication which refers to this |
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| December 21, 2012 |
GRAHAM PACKAGING MINSTER LLC AMENDED AND RESTATED OPERATING AGREEMENT EXHIBIT 3.237 EXECUTION GRAHAM PACKAGING MINSTER LLC AMENDED AND RESTATED OPERATING AGREEMENT As adopted by the Sole Member on September 25, 2010 THIS AMENDED AND RESTATED AGREEMENT OPERATING AGREEMENT (THE “Agreement”) of GRAHAM PACKAGING MINSTER LLC (the “Company”) is made and entered into as of September 25, 2010 by GRAHAM PACKAGING COMPANY, L.P., a Delaware limited partnership with its princip |
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| December 21, 2012 |
EX-25.1 156 d444736dex251.htm STATEMENT OF ELIGIBILITY EXHIBIT 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON (Exact name of trust |
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| December 21, 2012 |
[Signature Page to Guarantor Joinder of Beverage Packaging Holdings (Luxembourg) V S.A.] EXHIBIT 10.1.81 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 at |
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| December 21, 2012 |
[Signature Page to Supplement No. 36 to Collateral Agreement] EX-4.13.35 30 d444736dex41335.htm SUPPLEMENT NO.36 TO THE COLLATERAL AGREEMENT EXHIBIT 4.13.35 EXECUTION 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 |
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| December 21, 2012 |
STATE OF NORTH CAROLINA DEPARTMENT OF THE SECRETARY OF STATE ARTICLES OF INCORPORATION EX-3.245 4 d444736dex3245.htm ARTICLES OF INCORPORATION OF INTERNATIONAL TRAY PADS & PACKAGING, INC. EXHIBIT 3.245 EXECUTION STATE OF NORTH CAROLINA DEPARTMENT OF THE SECRETARY OF STATE ARTICLES OF INCORPORATION Pursuant to Section 55-2-02 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Incorporation for the purposes of forming a business corporation |
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| December 21, 2012 |
Computation of Ratio of Earnings to Fixed Charges Computation of Ratio of Earnings to Fixed Charges EXHIBIT 12.1 Computation of Ratio of Earnings to Fixed Charges Year Ended December 31, Nine Months Ended September 30, 2007 2008 2009 2010 2011 2011 2012 Earnings Pre-tax income (loss) from continuing operations $ (141 ) $ (250 ) $ 266 $ (19 ) $ (473 ) $ (451 ) $ (213 ) Distributed income of equity investees — — 1 4 8 6 6 Fixed charges 230 424 399 |
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| December 21, 2012 |
EX-4.550 62 d444736dex4550.htm ACCOUNT PLEDGE AGREEMENT EXHIBIT 4.550 Execution Version OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes writte |
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| December 21, 2012 |
EX-4.545 57 d444736dex4545.htm ACCOUNT PLEDGE AGREEMENT EXHIBIT 4.545 Execution Version SIG INFORMATION TECHNOLOGY GMBH as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written con |
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| December 21, 2012 |
EX-4.542 54 d444736dex4542.htm ACCOUNT PLEDGE AGREEMENT EXHIBIT 4.542 Execution Version SIG COMBIBLOC GMBH as Pledgor THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung) The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or |
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| December 21, 2012 |
EXHIBIT 4.532 Execution version SEVENTH AMENDMENT TO THE PLEDGE AGREEMENT OVER RECEIVABLES AND OTHER CREDIT RIGHTS between THE BANK OF NEW YORK MELLON as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor Agreement and CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA. as Grantor Dated as of November 7, 2012 SEVENTH AMENDMENT TO THE PLEDGE AGRE |
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| December 21, 2012 |
[Letterhead of Schönherr Rechtsanwälte GmbH] Opinion of Schoenherr Rechtsanwaelte GmbH EXHIBIT 5.8 [Letterhead of Schönherr Rechtsanwälte GmbH] 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 Aus |
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| December 21, 2012 |
Opinion of Freshfields Bruckhaus Deringer LLP (Hong Kong) EXHIBIT 5.15 [Letterhead of Freshfields] To: the parties set out in Schedule 5 (Addressees) 19 December 2012 Dear Sirs Closure Systems International (Hong Kong) Limited (CSI HK) and SIG Combibloc Limited (SIG Combibloc and, together with CSI HK, the Companies and each a Company) Introduction 1. We have acted as Hong Kong law advisers to Rey |
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| December 21, 2012 |
[Letterhead of Debevoise & Plimpton LLP] Opinion of Debevoise & Plimpton LLP (Germany) EXHIBIT 5.14 [Letterhead of Debevoise & Plimpton LLP] December 19, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Dr |
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| December 21, 2012 |
[Letterhead of Blake, Cassels & Graydon LLP] Opinion of Blake, Cassels & Graydon LLP EXHIBIT 5.11 [Letterhead of Blake, Cassels & Graydon LLP] December 19, 2012 The Addressees Listed on Annex A Re: Registration Statement of Form F-4 Dear Sirs: We have acted as Ontario counsel to Evergreen Packaging Canada Limited (“Evergreen Canada”) and Pactiv Canada Inc. (“Pactiv Canada”) in connection with the Documents (as defined below). Evergreen Canad |
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| December 21, 2012 |
EX-4.6.42 22 d444736dex4642.htm FIRST SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE TO THE 5.750% SENIOR NOTES EXHIBIT 4.6.42 EXECUTION VERSION The taking of any Senior Secured Note Document or any certified copy thereof or any other documents which constitute substitute documentation therefor, or any document that includes written confirmations or references thereto, into Austria as well as printin |
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| December 21, 2012 |
EX-4.6.40 20 d444736dex4640.htm SIXTH SENIOR NOTES SUPPLEMENTAL INDENTURE TO THE 9.875% SENIOR NOTES EXHIBIT 4.6.40 EXECUTION 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 ref |
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| December 21, 2012 |
EX-4.576 88 d444736dex4576.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.576 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austri |
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| December 21, 2012 |
EXHIBIT 4.568 EXECUTION VERSION THE BANK OF NEW YORK MELLON AS COLLATERAL AGENT AND THE COMPANIES LISTED IN SCHEDULE 1 AS PLEDGORS CONFIRMATION AGREEMENT The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail c |
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| December 21, 2012 |
[Letterhead of Levy & Salomão Advogados] São Paulo, December 19, 2012 Opinion of Levy & Salomao Advogados EXHIBIT 5.9 [Letterhead of Levy & Salomão Advogados] 3351/14421 São Paulo, December 19, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 – New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101 Dover, Delaware 19904 – United States of America Reynolds Group Issuer LLC c/o National R |
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| December 21, 2012 |
Opinion of Bell Gully EXHIBIT 5.21 [Letterhead of Bell Gully] Reynolds Group Holdings Limited FROM Murray King Level Nine DDI 64 9 916 8971 148 Quay Street EMAIL [email protected] Auckland 1010 MATTER NO. 02-359-3025 New Zealand DATE 19 December 2012 Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101 Dover Delaware 19904 United States of America |
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| December 21, 2012 |
Opinion of Freshfields Bruckhaus Deringer LLP (Japan) Exhibit 5.17 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Grou |
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| December 21, 2012 |
EXHIBIT 4.6.44 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 att |
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| December 21, 2012 |
EX-4.6.41 21 d444736dex4641.htm 5.750% SENIOR SECURED NOTES DUE 2020 INDENTURE Exhibit 4.6.41 REYNOLDS GROUP ISSUER LLC, REYNOLDS GROUP ISSUER INC., REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., as Issuers, and the Senior Secured Note Guarantors from time to time party hereto 5.750% Senior Secured Notes due 2020 SENIOR SECURED NOTES INDENTURE Dated as of September 28, 2012 THE BANK OF NEW YORK MELLON, |
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| December 21, 2012 |
EX-4.599 111 d444736dex4599.htm PLEDGE OVER BANK ACCOUNTS AGREEMENT EXHIBIT 4.599 Execution Version BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A. AS PLEDGOR AND THE BANK OF NEW YORK MELLON AS COLLATERAL AGENT PLEDGE OVER BANK ACCOUNTS (HSBC TRINKAUS & BURKHARDT (INTERNATIONAL) S.A.) The taking of this document or any certified copy of it or any document which constitutes substitute documentation |
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| December 21, 2012 |
EX-4.596 108 d444736dex4596.htm DEED OF CONFIRMATION AND AMENDMENT EXHIBIT 4.596 EXECUTION VERSION The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austr |
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| December 5, 2012 |
FORM F-4 Table of Contents As filed with the Securities and Exchange Commission on December 5, 2012 Registration No. |
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| July 13, 2012 |
e424b3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-182332 PROSPECTUS Reynolds Group Issuer Inc. Reynolds Group Issuer LLC Reynolds Group Issuer (Luxembourg) S.A. Exchange Offer and Consent Solicitation $1,250,000,000 Outstanding 9.875% Senior Notes due 2019 (originally issued on February 15, 2012) (the “old notes”) and Related Guarantees for $1,250,000,000 Registered 9. |
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| July 10, 2012 |
[Letterhead of Jones Waldo, Holbrook & McDonough, P.C.] exv5w28 EXHIBIT 5.28 [Letterhead of Jones Waldo, Holbrook & McDonough, P.C.] Final July 9, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, |
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| July 10, 2012 |
[Letterhead of Vorys, Sater, Seymour and Pease LLP] July 9, 2012 exv5w27 EXHIBIT 5.27 [Letterhead of Vorys, Sater, Seymour and Pease LLP] July 9, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware |
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| July 10, 2012 |
exv5w21 EXHIBIT 5.21 [Letterhead of Bell Gully] Reynolds Group Holdings Limited FROM Murray King Level Nine DDI 64 9 916 8971 148 Quay Street EMAIL [email protected] Auckland 1140 MATTER NO. 02-358-4102 New Zealand DATE 9 July 2012 Reynolds Group Issuer Inc. Reynolds Group Issuer LLC C/o National Registered Agents, Inc. c/- National Registered Agents, Inc 160 Greentree Drive, Suite 101 160 |
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| July 10, 2012 |
[Letterhead of Sher Garner Cahill Richter Klein & Hilbert, L.L.C.] exv5w3 EXHIBIT 5.3 [Letterhead of Sher Garner Cahill Richter Klein & Hilbert, L.L.C.] July 9, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dov |
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| July 10, 2012 |
exv99w3 EXHIBIT 99.3 FORM OF LETTER TO CLIENTS REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 9.875% Senior Notes due 2019 (originally issued on February 15, 2012) for a Like Principal Amount of Corresponding New Notes Registered Under the Securities Act of 1933, as amended (the “Securities Act”) SOLICITATION O |
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| July 10, 2012 |
fv4za Table of Contents As filed with the Securities and Exchange Commission on July 10, 2012 Registration No. |
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| July 10, 2012 |
[Letterhead of Blake, Cassels & Graydon LLP] exv5w11 EXHIBIT 5.11 [Letterhead of Blake, Cassels & Graydon LLP] July 9, 2012 The Addressees Listed on Annex A Re: Registration Statement of Form F-4 Dear Sirs: We have acted as Ontario counsel to Evergreen Packaging Canada Limited (“Evergreen Canada”) and Pactiv Canada Inc. (“Pactiv Canada”), a successor by amalgamation under the laws of the Province of Ontario effective January 1, 2012 of Dopac |
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| July 10, 2012 |
[Letterhead of Oppenheim Ügyvédi Iroda] exv5w16 EXHIBIT 5.16 [Letterhead of Oppenheim Ügyvédi Iroda] To: Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group |
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| July 10, 2012 |
exv25w1 EXHIBIT 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
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| July 10, 2012 |
[Letterhead of Debevoise & Plimpton LLP exv5w14 EXHIBIT 5.14 [Letterhead of Debevoise & Plimpton LLP July 9, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynol |
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| July 10, 2012 |
[Letterhead of Blank Rome LLP] exv5w26 EXHIBIT 5.26 [Letterhead of Blank Rome LLP] Phone: 424-239-3400 Fax: 424-239-3434 July 9, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, |
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| July 10, 2012 |
[Letterhead of Loyens & Loeff Avocats à la Cour] exv5w18 EXHIBIT 5.18 [Letterhead of Loyens & Loeff Avocats à la Cour] Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand and the addresess listed in Schedule 1 of this legal opinion (the Opinion) (the Addressees) July 9, 2012 Dear Sirs, Form F-4 Registration Statement (the Registration Statement) under the Securities Act of 1933 (the Act) —9.875% Senior Notes due |
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| July 10, 2012 |
[Letterhead of Freshfields Bruckhaus Deringer] exv5w17 EXHIBIT 5.17 [Letterhead of Freshfields Bruckhaus Deringer] Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Gro |
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| July 10, 2012 |
[Letterhead of Pacheco Coto] Registration Statement on Form F-4 exv5w12 EXHIBIT 5.12 [Letterhead of Pacheco Coto] Registration Statement on Form F-4 San Jose, Costa Rica, July 9, 2012 To: Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand To: Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 To: Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 16 |
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| July 10, 2012 |
[Letterhead of Roberts & Stevens, P.A.] July 9, 2012 exv5w6 EXHIBIT 5.6 [Letterhead of Roberts & Stevens, P.A.] July 9, 2012 To each of the Persons Listed on Schedule A attached hereto Re: Registration Statement on Form F-4 Ladies and Gentlemen: We have acted as local counsel in the State of North Carolina (the “State”) for BRPP, LLC, a North Carolina limited liability company (sometimes referred to as the “Company” or “Guarantor”), in connection wi |
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| July 10, 2012 |
[Letterhead of Lowenstein Sandler PC] July 9, 2012 exv5w5 EXHIBIT 5.5 [Letterhead of Lowenstein Sandler PC] July 9, 2012 Newspring Industrial Corp. c/o Rank Group Limited Level 22 20 Bond Street Sydney, NSW 2000 Australia Ladies and Gentlemen: We have acted as special New Jersey counsel for Newspring Industrial Corp., a New Jersey corporation (the “Company”), in connection with the offer to exchange under the Securities Act of 1933, as amended (th |
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| July 10, 2012 |
exv21w1 Exhibit 21.1 List of RGHL Subsidiaries Country of Incorporation Alusud Argentina S.R.L. Argentina Graham Packaging Argentina S.A. Argentina Graham Packaging San Martin S.A. Argentina Lido Plast San Luis S.A. Argentina SIG Combibloc Argentina S.R.L. Argentina Whakatane Mill Australia Pty Limited Australia SIG Austria Holding GmbH Austria SIG Combibloc GmbH Austria SIG Combibloc GmbH & Co. K |
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| July 10, 2012 |
[Letterhead of Debevoise & Plimpton LLP] exv5w24 EXHIBIT 5.24 [Letterhead of Debevoise & Plimpton LLP] July 9, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reyno |
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| July 10, 2012 |
[Letterhead of Pestalozzi Attorneys at Law Ltd] exv5w22 EXHIBIT 5.22 [Letterhead of Pestalozzi Attorneys at Law Ltd] Persons Listed in Schedule 1 Attached Hereto (the “Addressees”) Zurich, July 9, 2012 Registration Statement on Form F-4 — Legal Opinion of Swiss Counsel Dear Sirs: We have acted as special legal counsel as to matters of Swiss law to the Swiss SIG entities, namely SIG Combibloc Group AG with registered office in Neuhausen am Rhein |
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| July 10, 2012 |
[Letterhead of Corrs Chambers Westgarth] exv5w7 EXHIBIT 5.7 [Letterhead of Corrs Chambers Westgarth] 9 July 2012 To each of the persons specified in Schedule 1 Contact Amin Doulai +61 2 9210 6131 Email: [email protected] Partner Shaun McGushin +61 2 9210 6915 Email: [email protected] Dear Sirs Registration Statement on Form F-4 1 Introduction We have acted as Australian legal counsel to the Addressees in connection with |
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| July 10, 2012 |
exv5w13 EXHIBIT 5.13 [Letterhead of Carey Olsen] The Recipients listed in Schedule 1 hereof (together, the “Recipient”) 9 July 2012 Dear Sirs SIG Asset Holdings Limited (Company Number 28883) (the “Company”) 1. INTRODUCTION 1.1 You have asked for our legal opinion on matters of law of the Island of Guernsey (“Guernsey”) in connection with the following: 1.1.1 the First Senior Notes Supplemental In |
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| July 10, 2012 |
[Letterhead of Freshfields Bruckhaus Deringer LLP] exv5w20 EXHIBIT 5.20 [Letterhead of Freshfields Bruckhaus Deringer LLP] Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds |
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| July 10, 2012 |
[Letterhead of Ballard Spahr LLP] exv5w25 EXHIBIT 5.25 [Letterhead of Ballard Spahr LLP] July 9, 2012 Reynolds Group Holdings Limited Reynolds Group Issuer (Luxembourg) S.A. Level Nine 6C Rue Gabriel Lippmann, 148 Quay Street L-5365 Munsbach Auckland 1140 New Zealand Grand Duchy of Luxembourg Reynolds Group Issuer Inc. Graham Packaging Holdings Company c/o National Registered Agents, Inc. c/o National Registered Agents, Inc. 160 G |
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| July 10, 2012 |
exv99w1 EXHIBIT 99.1 FORM OF LETTER OF TRANSMITTAL AND CONSENT REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. OFFER TO EXCHANGE AND CONSENT SOLICITATION up to $1,250,000,000 aggregate principal amount of their 9.875% Senior Notes due 2019 and related guarantees (CUSIP 761735 AM1 and U8002W AD9; ISIN US761735AM11 and USU8002WAD93) for a like principal a |
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| July 10, 2012 |
exv5w15 EXHIBIT 5.15 [Letterhead of Freshfields] To: the parties set out in Schedule 5 (Addressees) 9 July 2012 Dear Sirs Closure Systems International (Hong Kong) Limited (CSI HK), SIG Combibloc Limited (SIG Combibloc) and Evergreen Packaging (Hong Kong) Limited (EPL and, together with CSI HK and SIG Combibloc, the Companies and each a Company) Introduction 1. We have acted as Hong Kong law advis |
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| July 10, 2012 |
[Letterhead of Dorsey & Whitney LLP] July 9, 2012 exv5w4 EXHIBIT 5.4 [Letterhead of Dorsey & Whitney LLP] July 9, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Gr |
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| July 10, 2012 |
exv99w2 EXHIBIT 99.2 FORM OF LETTER TO NOMINEE REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 9.875% Senior Notes due 2019 (originally issued on February 15, 2012) for a Like Principal Amount of Corresponding New Notes Registered Under the Securities Act of 1933, as amended (the “Securities Act”) SOLICITATION O |
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| July 10, 2012 |
exv4w22w2 EXHIBIT 4.22.2 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 docum |
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| July 10, 2012 |
exv5w19 EXHIBIT 5.19 [Letterhead of Borda Y Quintana, S.C.] July 9, 2012. Reynolds Group Holdings Limited Reynolds Group Issuer Inc. Level Nine c/o National Registered Agents, Inc. 148 Quay Street 160 Greentree Drive, Suite 101, Auckland 1140 New Zealand Dover, Delaware 19904 Reynolds Group Issuer LLC Reynolds Group Issuer (Luxembourg) S.A. c/o National Registered Agents, Inc. 6C Rue Gabriel Lippm |
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| July 10, 2012 |
[Letterhead of Schönherr Rechtsanwälte GmbH] exv5w8 EXHIBIT 5.8 [Letterhead of Schönherr Rechtsanwälte GmbH] 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 communic |
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| July 10, 2012 |
exv99w4 EXHIBIT 99.4 FORM OF INSTRUCTION TO REGISTERED HOLDER AND/OR DTC PARTICIPANT FROM BENEFICIAL OWNER OF REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. 9.875% Senior Notes due 2019 (originally issued on February 15, 2012) SOLICITATION OF CONSENTS TO THE PROPOSED AMENDMENTS TO THE INDENTURE GOVERNING THE 9.875% SENIOR NOTES DUE 2019 (ORIGINALLY ISS |
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| July 10, 2012 |
[Letterhead of Weerawong, Chinnavat & Peangpanor Ltd.] exv5w23 EXHIBIT 5.23 [Letterhead of Weerawong, Chinnavat & Peangpanor Ltd.] July 9, 2012 To: Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand To: Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 To: Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, D |
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| July 10, 2012 |
[Letterhead of Levy & Salomão Advogados] 2979/14067 São Paulo, July 9, 2012 exv5w9 EXHIBIT 5.9 [Letterhead of Levy & Salomão Advogados] 2979/14067 São Paulo, July 9, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 — New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101 Dover, Delaware 19904 — United States of America Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentr |
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| July 10, 2012 |
[Letterhead of Harney Westwood & Riegels LLP] exv5w10 EXHIBIT 5.10 [Letterhead of Harney Westwood & Riegels LLP] 9 July 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 R |
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| June 25, 2012 |
e424b3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-177693 PROSPECTUS Reynolds Group Issuer Inc. Reynolds Group Issuer LLC Reynolds Group Issuer (Luxembourg) S.A. Offer to Exchange $1,125,000,000 Outstanding 7.750% Senior Secured Notes due 2016 and Related Guarantees for $1,125,000,000 Registered 7.750% Senior Secured Notes due 2016 and Related Guarantees €450,000,000 Ou |
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| June 25, 2012 |
fv4 Table of Contents As filed with the Securities and Exchange Commission on June 25, 2012 Registration No. |
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| June 21, 2012 |
exv10w131 Exhibit 10.131 Agreement of Indemnification Dated 12 March 2012 Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined in this Agreement of Indemnification (United States — Graham Packaging Holdings Company and certain of its subsidiaries) Contents Clause Page 1. Definitions 1 2. Indemnification 2 3. Limitations on Indemnification 2 4. Indemnification Pr |
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| June 21, 2012 |
exv5w17 Exhibit 5.17 8 June 2012 Dear Sirs and Madams, Registration Statement on Form F-4 Introduction 1. You have asked us to provide an opinion to the addressees in connection with the exchange offer registration statement on From F-4 (the Registration Statement) in relation to the notes governed by the Transaction Documents (defined below) of Reynolds Group Holdings Limited (RGHL). 2. For such |
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| June 21, 2012 |
exv4w6w33 EXHIBIT 4.6.33 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 docum |
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| June 21, 2012 |
exv4w1w24 EXHIBIT 4.1.24 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 docum |
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| June 21, 2012 |
exv10w3w89 EXHIBIT 10.3.89 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 15, 2012, among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A. (or its successor), a Luxembourg public limited liability company (société anonyme), having its registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembo |
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| June 21, 2012 |
[Letterhead of Roberts & Stevens, P.A.] June 8, 2012 exv5w6 EXHIBIT 5.6 [Letterhead of Roberts & Stevens, P.A.] June 8, 2012 To each of the Persons Listed on Schedule A attached hereto Re: Registration Statement on Form F-4 Ladies and Gentlemen: We have acted as local counsel in the State of North Carolina (the “State”) for BRPP, LLC, a North Carolina limited liability company (sometimes referred to as the “Company” or “Guarantor”), in connection wi |
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| June 21, 2012 |
[Letterhead of Loyens & Loeff Avocats à la Cour] exv5w18 EXHIBIT 5.18 [Letterhead of Loyens & Loeff Avocats à la Cour] Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand and the addresess listed in Schedule 1 of this legal opinion (the Opinion) (the Addressees) June 8, 2012 Dear Sirs, Form F-4 Registration Statement (the Registration Statement) under the Securities Act of 1933 (the Act) — 7.75% Senior Secured No |
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| June 21, 2012 |
exv5w15 EXHIBIT 5.15 [Letterhead of Freshfields] To: the parties set out in Schedule 5 (Addressees) 8 June 2012 Dear Sirs Closure Systems International (Hong Kong) Limited (CSI HK), SIG Combibloc Limited (SIG Combibloc) and Evergreen Packaging (Hong Kong) Limited (EPL and, together with CSI HK and SIG Combibloc, the Companies and each a Company) Introduction 1. We have acted as Hong Kong law advis |
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| June 21, 2012 |
[Letterhead of Pacheco Coto] Registration Statement on Form F-4 San Jose, Costa Rica, June 8, 2012 exv5w12 EXHIBIT 5.12 [Letterhead of Pacheco Coto] Registration Statement on Form F-4 San Jose, Costa Rica, June 8, 2012 To: Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand To: Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 To: Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 16 |
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| June 21, 2012 |
[Letterhead of Blake, Cassels & Graydon LLP] exv5w11 EXHIBIT 5.11 [Letterhead of Blake, Cassels & Graydon LLP] June 8, 2012 The Addressees Listed on Annex A Re: Registration Statement of Form F-4 Dear Sirs: We have acted as Ontario counsel to Evergreen Packaging Canada Limited (“Evergreen Canada”) and Pactiv Canada Inc. (“Pactiv Canada”), a successor by amalgamation under the laws of the Province of Ontario effective January 1, 2012 of Dopac |
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| June 21, 2012 |
exv21w1 Exhibit 21.1 List of RGHL Subsidiaries Country of Incorporation Alusud Argentina S.R.L. Argentina Graham Packaging Argentina S.A. Argentina Graham Packaging San Martin S.A. Argentina Lido Plast San Luis S.A. Argentina SIG Combibloc Argentina S.R.L. Argentina Whakatane Mill Australia Pty Limited Australia SIG Austria Holding GmbH Austria SIG Combibloc GmbH Austria SIG Combibloc GmbH & Co. K |
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| June 21, 2012 |
exv10w2w89 EXHIBIT 10.2.89 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 15, 2012, among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A. (or its successor), a Luxembourg public limited liability company (société anonyme), having its registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembo |
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| June 21, 2012 |
exv10w132 Exhibit 10.132 Deed Poll of Indemnification Dated 14 March 2012 Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined in this Deed Poll of Indemnification (Luxembourg — Beverage Packaging Holdings (Luxembourg) IV S.à r.l.) Contents Clause Page 1. Definitions 1 2. Indemnification 2 3. Limitations on Indemnification 2 4. Indemnification Procedure 3 5. Sev |
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| June 21, 2012 |
[Letterhead of Levy & Salomão Advogados] exv5w9 EXHIBIT 5.9 [Letterhead of Levy & Salomão Advogados] 2979/14067 São Paulo, June 8, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 — New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101 Dover, Delaware 19904 — United States of America Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentr |
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| June 21, 2012 |
[Letterhead of Blank Rome LLP] exv5w26 EXHIBIT 5.26 [Letterhead of Blank Rome LLP] Phone: 424-239-3400 Fax: 424-239-3434 June 8, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, |
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| June 21, 2012 |
[Letterhead of Dorsey & Whitney LLP] June 8, 2012 exv5w4 EXHIBIT 5.4 [Letterhead of Dorsey & Whitney LLP] June 8, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Gr |
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| June 21, 2012 |
exv5w23 EXHIBIT 5.23 [Letterhead of Weerawong, Chinnavat & Peangpanor Ltd.] June 8, 2012 To: Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand To: Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 To: Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, D |
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| June 21, 2012 |
exv5w13 EXHIBIT 5.13 [Letterhead of Carey Olsen] The Recipients listed in Schedule 1 hereof (together, the “Recipient”) 8 June 2012 Dear Sirs SIG Asset Holdings Limited (Company Number 28883) (the “Company”) 1. INTRODUCTION 1.1 You have asked for our legal opinion on matters of law of the Island of Guernsey (“Guernsey”) in connection with the Company having entered into the following transaction d |
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| June 21, 2012 |
exv4w2w18 EXHIBIT 4.2.18 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 docum |
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| June 21, 2012 |
fv4za Table of Contents As filed with the Securities and Exchange Commission on June 21, 2012 Registration No. |
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| June 21, 2012 |
[Letterhead of Sher Garner Cahill Richter Klein & Hilbert, L.L.C.] June 8, 2012 exv5w3 EXHIBIT 5.3 [Letterhead of Sher Garner Cahill Richter Klein & Hilbert, L.L.C.] June 8, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dov |
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| June 21, 2012 |
[Letterhard of Schönherr Rechtsanwälte GmbH] exv5w8 EXHIBIT 5.8 [Letterhard of Schönherr Rechtsanwälte GmbH] 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 communic |
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| June 21, 2012 |
[Letterhead of Lowenstein Sandler PC] exv5w5 EXHIBIT 5.5 [Letterhead of Lowenstein Sandler PC] June 8, 2012 Newspring Industrial Corp. c/o Rank Group Limited Suite 2502, Level 25 Citigroup Centre, 2 Park Street Sydney 2000 Australia Ladies and Gentlemen: We have acted as special New Jersey counsel for Newspring Industrial Corp., a New Jersey corporation (the “Company”), in connection with the offer to exchange (the “Exchange”) under t |
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| June 21, 2012 |
[Letterhead of Ballard Spahr LLP] exv5w25 EXHIBIT 5.25 [Letterhead of Ballard Spahr LLP] June 8, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Dopaco, Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101 Dover, Delaware 19904 Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101 Dover, Delaware 19904 Graham Packaging Holdings C |
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| June 21, 2012 |
[Letterhead of Pestalozzi Attorneys at Law Ltd] exv5w22 EXHIBIT 5.22 [Letterhead of Pestalozzi Attorneys at Law Ltd] Persons Listed in Schedule 1 Attached Hereto (the “Addressees”) Zurich, June 8, 2012 Registration Statement on Form F-4 — Legal Opinion of Swiss Counsel Dear Sirs: We have acted as special legal counsel as to matters of Swiss law to the Swiss SIG entities, namely SIG Combibloc Group AG with registered office in Neuhausen am Rhein |
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| June 21, 2012 |
exv4w4w17 EXHIBIT 4.4.17 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 docum |
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| June 21, 2012 |
[Letterhead of Vorys, Sater, Seymour and Pease LLP] June 8, 2012 exv5w27 EXHIBIT 5.27 [Letterhead of Vorys, Sater, Seymour and Pease LLP] June 8, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware |
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| June 21, 2012 |
exv5w19 EXHIBIT 5.19 [Letterhead of Borda Y Quintana, S.C.] June 8, 2012. Reynolds Group Holdings Limited Reynolds Group Issuer Inc. Level Nine c/o National Registered Agents, Inc. 148 Quay Street 160 Greentree Drive, Suite 101, Auckland 1140 New Zealand Dover, Delaware 19904 Reynolds Group Issuer LLC Reynolds Group Issuer (Luxembourg) S.A. c/o National Registered Agents, Inc. 6C Rue Gabriel Lippm |
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| June 21, 2012 |
[Letterhead of Oppenheim Ügyvédi Iroda] exv5w16 EXHIBIT 5.16 [Letterhead of Oppenheim Ügyvédi Iroda] To: Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group |
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| June 21, 2012 |
exv4w6w31 EXHIBIT 4.6.31 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 docum |
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| June 21, 2012 |
exv10w133 Exhibit 10.1.33 Indemnification Agreement Dated 23 April 2012 Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined in Indemnification Agreement (Netherlands — Graham Packaging Holdings B.V.) Contents Clause Page 1. Definitions 2 2. Indemnification 2 3. Limitations on Indemnification 2 4. Indemnification Procedure 3 5. Severability 3 6. Governing law 3 |
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| June 21, 2012 |
[Letterhead of Jones Waldo, Holbrook & McDonough, P.C.] exv5w28 EXHIBIT 5.28 [Letterhead of Jones Waldo, Holbrook & McDonough, P.C.] Final June 8, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, |
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| June 21, 2012 |
[Letterhead of Debevoise & Plimpton LLP] exv5w14 EXHIBIT 5.14 [Letterhead of Debevoise & Plimpton LLP] June 8, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reyno |
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| June 21, 2012 |
exv5w21 EXHIBIT 5.21 [Letterhead of Bell Gully] Reynolds Group Holdings Limited FROM Murray King Level Nine DDI 64 9 916 8971 148 Quay Street EMAIL [email protected] Auckland 1140 MATTER NO. 02-354-6716 New Zealand DATE 8 June 2012 Reynolds Group Issuer Inc. Reynolds Group Issuer LLC C/o National Registered Agents, Inc. c/- National Registered Agents, Inc 160 Greentree Drive, Suite 101 160 |
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| June 21, 2012 |
exv4w6w32 EXHIBIT 4.6.32 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 docum |
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| June 21, 2012 |
exv4w3w17 EXHIBIT 4.3.17 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 docum |
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| June 21, 2012 |
exv5w7 EXHIBIT 5.7 [Letterhead of Corrs Chambers Westgarth] 8 June 2012 To each of the persons specified in Contact Schedule 1 Amin Doulai +61 2 9210 6131 Email: [email protected] Partner Shaun McGushin +61 2 9210 6915 Email: [email protected] Dear Sirs Registration Statement on Form F-4 1 Introduction We have acted as Australian legal counsel to the Addressees in connection with |
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| June 21, 2012 |
exv4w6w34 EXHIBIT 4.6.34 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 docum |
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| June 21, 2012 |
[Letterhead of Debevoise & Plimpton LLP] exv5w24 EXHIBIT 5.24 [Letterhead of Debevoise & Plimpton LLP] June 8, 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reyno |
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| June 21, 2012 |
[Letterhead of Freshfields Bruckhaus Deringer LLP] exv5w20 EXHIBIT 5.20 [Letterhead of Freshfields Bruckhaus Deringer LLP] Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds |
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| June 21, 2012 |
[Letterhead of Harney Westwood & Riegels LLP] exv5w10 EXHIBIT 5.10 [Letterhead of Harney Westwood & Riegels LLP] 8 June 2012 Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904 R |
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| June 21, 2012 |
exv4w5w15 EXHIBIT 4.5.15 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 docum |
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| June 21, 2012 |
exv10w134 Exhibit 10.134 Agreement of Indemnification Dated 8 September, 2011 Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined in this Agreement of Indemnification (United States) Contents Clause Page 1. Definitions 2 2. Indemnification 2 3. Limitations on Indemnification 2 4. Indemnification Procedure 3 5. Severability 3 6. Governing law 4 7. Amendments 4 8 |
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| May 30, 2012 |
Table of Contents As filed with the Securities and Exchange Commission on May 30, 2012 Registration No. |
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| May 30, 2012 |
exv12w1 EXHIBIT 12.1 Computation of Ratio of Earnings to Fixed Charges Year Ended December 31, Three Months Ended March 31, 2007 2008 2009 2010 2011 2011 2012 Earnings Pre-tax income (loss) from continuing operations $ (141 ) $ (250 ) $ 266 $ (19 ) $ (473 ) $ (99 ) $ 96 Distributed income of equity investees — — 1 4 8 2 2 Fixed charges 230 424 399 655 1,374 369 367 Less: Share of profit of associa |
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| May 11, 2012 |
exv99w3 EXHIBIT 99.3 FORM OF LETTER TO CLIENTS REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 7.750% Senior Secured Notes due 2016 8.500% Senior Notes due 2018 7.125% Senior Secured Notes due 2019 9.000% Senior Notes due 2019 7.875% Senior Secured Notes due 2019 9.875% Senior Notes due 2019 (originally issued o |
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| May 11, 2012 |
exv4w1w23 Exhibit 4.1.23 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 docum |
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| May 11, 2012 |
exv99w2 EXHIBIT 99.2 FORM OF LETTER TO NOMINEE REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 7.750% Senior Secured Notes due 2016 8.500% Senior Notes due 2018 7.125% Senior Secured Notes due 2019 9.000% Senior Notes due 2019 7.875% Senior Secured Notes due 2019 9.875% Senior Notes due 2019 (originally issued o |
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| May 11, 2012 |
exv4w6w30 Exhibit 4.6.30 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 docum |
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| May 11, 2012 |
exv4w3w16 Exhibit 4.3.16 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 docum |
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| May 11, 2012 |
exv4w6w27 Exhibit 4.6.27 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 docum |
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| May 11, 2012 |
fv4za Table of Contents As filed with the Securities and Exchange Commission on May 11, 2012 Registration No. |
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| May 11, 2012 |
exv4w6w28 Exhibit 4.6.28 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 docum |
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| May 11, 2012 |
exv4w4w16 Exhibit 4.4.16 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 docum |
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| May 11, 2012 |
exv99w4 EXHIBIT 99.4 FORM OF INSTRUCTION TO REGISTERED HOLDER AND/OR DTC PARTICIPANT FROM BENEFICIAL OWNER OF REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. 7.750% Senior Secured Notes due 2016 8.500% Senior Notes due 2018 7.125% Senior Secured Notes due 2019 9.000% Senior Notes due 2019 7.875% Senior Secured Notes due 2019 9.875% Senior Notes due 2019 |
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| May 11, 2012 |
exv99w1 EXHIBIT 99.1 FORM OF LETTER OF TRANSMITTAL REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. OFFER TO EXCHANGE up to $1,125,000,000 aggregate principal amount of their 7.750% Senior Secured Notes due 2016 and related guarantees (CUSIP 761733 AA2 and U8001V AA8; ISIN US761733AA25 and USU8001VAA80) for a like principal amount of new 7.750% Senior Se |
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| May 11, 2012 |
exv4w2w17 Exhibit 4.2.17 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 docum |
