form8kex101.htm

Exhibit
10.1


    EXECUTION
VERSION

     

    AMENDMENT
NO. 2 TO THE

    THIRD
AMENDED AND RESTATED CREDIT AGREEMENT

     

    


     

          Dated as of January 29,
2009

    


      AMENDMENT
NO. 2 (this “Amendment”) TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT among Chesapeake Corporation, a
Virginia corporation and a debtor and debtor in possession in a case pending
under chapter 11 of the Bankruptcy Code (the “Parent”), Chesapeake
U.K. Holdings Limited (“UK Holdings”),
Boxmore International Limited (“Boxmore”), Chesapeake
plc (“CSK Plc”
and, together with UK Holdings and Boxmore, the “Post-Petition
Borrowers”), the banks, financial institutions and other institutional
lenders party to the Credit Agreement referred to below (collectively, the
“Lenders”) and
Wachovia Bank, National Association, as administrative agent for the Lenders (in
such capacity, the “Administrative
Agent”).

       

      PRELIMINARY
STATEMENTS:

       

      WHEREAS,
the Parent, the Post-Petition Borrowers, the Lenders, the Administrative Agent,
Wachovia Capital Markets, LLC, as a sole lead arranger and the sole bookrunner
have entered into a Third Amended and Restated Credit Agreement dated as of
December 30, 2008, as amended by Amendment No. 1 dated as of January 16, 2009
(as so amended, the “Credit Agreement”;
capitalized terms not otherwise defined in this Amendment have the same meanings
as specified in the Credit Agreement); and

       

      WHEREAS,
the Parent, the Post-Petition Borrowers, the Lenders and the Administrative
Agent have agreed to amend certain provisions of the Credit Agreement as
hereinafter set forth;

       

      NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties hereto hereby agree as follows:

       

      SECTION
1. Amendments to the Credit
Agreement.  The Credit Agreement is, effective as of the
Amendment No. 2 Effective Date (as defined in Section 2 below) and subject to
the satisfaction of the conditions precedent set forth in Section 2, hereby
amended as follows:

       

      (a) The
definitions of “Budget” and “Carve-Out” appearing
in Section 1.1 of the Credit Agreement are hereby amended and restated in their
entirety to read as follows:

       

      ““Budget” means the
rolling 13-week cash revenue and expense forecast of the Parent and its
Subsidiaries beginning from and including the Effective Date, which is to be
delivered to the Administrative Agent and updated from time to time pursuant to
the terms herein and which is in form and substance reasonably satisfactory to
the Administrative Agent.”

       

      ““Carve-Out” means (i)
all fees required to be paid to the Clerk of the Bankruptcy Court and to the
Office of the U.S. Trustee under Section 1930(a) of title 28 of the United
States Code; and (ii) all allowed fees and expenses incurred in the Case by
professionals retained by the Debtors or by the Committee in amount not to
exceed the sum of (A) all allowed fees and expenses (whether allowed before or
after such Termination Event or Triggering 363 Sale) of such professionals and
individual Committee members for travel up to an aggregate of
$12,500,

       


      
        
           


        

        
           


          
            

          

        

        
           


        
2


      accrued
and unpaid prior to the occurrence of a Termination Event or Triggering 363
Sale,  up to the amounts set forth in the Budget for such
professionals as of the date such  Termination Event or Triggering 363
Sale occurs, plus (B) (i) after the occurrence of a Triggering 363 Sale, an
amount not to exceed $1,250,000 (as such amount may be reduced by any expenses
actually paid in respect of individual Committee member travel expenses
permitted to be paid pursuant to the preceding clause (A)) in the aggregate, or
(ii) after the occurrence a Termination Event other than a Triggering 363 Sale,
an amount not to exceed $2,000,000 (as such amount may be reduced by any
expenses actually paid in respect of individual Committee member travel expenses
permitted to be paid pursuant to the preceding clause (A)) in the
aggregate.  The Carve-Out shall not be reduced by any such allowed
professional fees or expenses paid in the Case prior to the occurrence of a
Termination Event, or any fees, expenses, indemnities or other amounts paid to
the Administrative Agent or the Post-Petition Lenders and their respective
attorneys and agents under this Agreement or otherwise, provided that: (x) no
portion of the Carve-Out shall be available to pay any such professional fees
and expenses incurred in connection with the initiation or prosecution of any
claims, causes of action, adversary proceedings or other litigation or any
threatened litigation against the Administrative Agent, the Post-Petition
Lenders or the Existing Lenders or the “Administrative Agent” under the Existing
Credit Agreement and (y) nothing herein shall impair the right of any party to
object to the reasonableness of any such fees or expenses to be paid by the
Debtors’ estates.

       

      For the
purposes of this definition:

       

      “Termination Event”
shall mean either (i) the occurrence and continuance of an Event of Default or
(ii) the occurrence of a Triggering 363 Sale; and

       

      “Triggering 363 Sale”
means the closing of any 363 Sale if such 363 Sale does not result in sufficient
net proceeds to pay such professional fees and expenses in the Budget, including
without limitation such professional fees and expenses in the Budget that have
been incurred but not paid prior to such 363 Sale.”

       

      (b) Section
3.4 of the Credit Agreement is hereby amended by deleting “(excluding any
avoidance actions under the Bankruptcy Code (but including the proceeds
therefrom))” contained in clause (ii) therein and replacing it with “(excluding
the proceeds or other amounts received in respect of the claims and causes of
actions arising under sections 544, 545, 547, 548, 549, 550 and 551 of the
Bankruptcy Code)” in lieu thereof.

       

      (c) Section
5.1.15 of the Credit Agreement is hereby amended by inserting therein the words
“drafts of” immediately after the word “received” and immediately before the
word “the” contained in the first line of such Section 5.1.15.

       

      (d) Section
7.1.1(m) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:

       

      “(m)           (i)(A)
each week on or before Thursday at 5:00 p.m. (New York time), the Budget,
together with a comparison of actual payments to budgeted line items (and
explanations for any variances of 10% or greater with respect to each line item
of the Budget) for the prior weekly period and cumulative comparison of actual
performance to the Budget and (B) a certificate duly executed by an Authorized
Officer of the Parent that no proceeds of the Post-Petition Loans have been used
for purposes other than as set forth in the Budget and (ii) every four weeks on
or before Thursday at 5:00 p.m. (New York time) beginning on January 29, 2009,
an update to the Budget to reflect the then current cash revenue and expense
forecast of the Parent and its Subsidiaries;”

       


      
        
           


        

        
           


          
            

          

        

        
           


        
3


      


      (e) Section
7.1.5 of the Credit Agreement is hereby amended by inserting therein the word
“reasonable” immediately after the word “any” and immediately before the word
“fees” contained in the last sentence of such Section 7.1.5.

       

      (f) Section
8.1.11 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:

       

      “Section 8.1.11.  Budget.  The
Parent and its Subsidiaries make expenditures in any four-week period in amounts
which exceed the amounts reflected on the Budget for such four-week period by
more than a variance of 10% of total disbursements.”

       

      (g) Section
8.1.12(g) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:

       

      “(g)           The
Debtors shall fail to comply with each of the milestones set forth in Section
6.5 of the Stalking Horse Bid (as amended by the first amendment to the Stalking
Horse Bid) notwithstanding any agreement by any Debtor with the Purchasers, an
alternative purchaser, any Committee or any other person unless the
Administrative Agent, in its sole discretion, agrees otherwise.”

       

      (h) Section
8.1.12(j) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:

       

      “(j)  The Bankruptcy Court
shall not have entered the Sale Order by March 23, 2009; provided that such
date may be extended to a date no later than March 26, 2009 by the
Administrative Agent in its sole discretion.”

       

      (i) Section
8.1.12(k) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:

       

      “(k)  The  sale of
assets contemplated by the Stalking Horse Bid or such other agreement as the
U.S. Obligors may select in accordance with the Bid Procedures shall not have
been consummated by April 3, 2009; provided that such
date may be extended to a date no later than April  6, 2009 by the
Administrative Agent in its sole discretion.”

       

      (j) Section
10.3 of the Credit Agreement is hereby amended by inserting therein the word
“reasonable” (i) immediately after the word “all” and immediately before the
word “fees” contained in the first sentence of such Section 10.3 and (ii)
immediately after the word “all” and immediately before the words
“out-of-pocket” contained in the last sentence of the last paragraph of such
Section 10.3.

       

      SECTION
2. Conditions of
Effectiveness.  This Amendment shall be effective as of January
29, 2009 (the “Amendment No. 2 Effective
Date”) when, and only when the Administrative Agent shall have received
the following documents, in form and substance satisfactory to the
Administrative Agent:

       

      (a) counterparts
of this Amendment executed by the Parent, each Post-Petition Borrower, the
Required Lenders and the Post-Petition Required Lenders or, as to any of the
Required Lenders or Post-Petition Required Lenders, advice satisfactory to the
Administrative Agent that such Required Lender or Post-Petition Required Lender
has executed this Amendment, and counterparts of the Consent and Confirmation
attached hereto executed by each Subsidiary Guarantor; and

       


      
        
           


        

        
           


          
            

          

        

        
           


        
4


      


      (b) an
amendment or waiver of the milestones set forth in Section 6.5 of the Stalking
Horse Bid, agreed in writing between the Debtors and the Purchasers and
reasonably satisfactory to the Administrative Agent, to reflect an extension of
the date by which the Debtors shall obtain the entry of the Sale
Order.

       

      SECTION
3. Representations and
Warranties of the Parent and the
Post-Petition Borrowers.  The Parent and each Post-Petition
Borrower represent and warrant as follows:

       

      (a) All
representations and warranties made by the Parent and each Post-Petition
Borrower in the Credit Agreement and the other Loan Documents are true and
correct in all material respects as of the date hereof as if made on the date
hereof (unless stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date) and after giving effect to this Amendment, no
Default shall have occurred and be continuing.

       

      (b) The
Parent, each Post-Petition Borrower and each Subsidiary Guarantor is a
corporation or limited liability company duly organized or formed, validly
existing and in good standing under the laws of its jurisdiction of organization
or formation.

       

      (c) The
execution, delivery and performance by the Parent and each Post-Petition
Borrower of this Amendment and the Loan Documents, as modified hereby, and by
each Subsidiary Guarantor of the Consent and Confirmation attached hereto, are
in each case within such Person’s powers, have been duly authorized by all
necessary action, and do not result in a default under or contravene any such
Person’s Organic Documents.

       

      (d) Other
than in connection with the Case, no authorization or approval or other action
by, and no notice to or filing with, any Governmental Authority or other Person
(other than those that have been duly obtained or made and which are in full
force and effect) is required for the due execution, delivery or performance by
the Parent, each Post-Petition Borrower of this Amendment or any of the Loan
Documents, as modified hereby, to which it is or is to be a party, or by each
Subsidiary Guarantor of the Consent and Confirmation attached
hereto.

       

      (e) This
Amendment has been duly executed and delivered by the Parent, each Post-Petition
Borrower, and the Consent and Confirmation attached hereto has been duly
executed and delivered by each Subsidiary Guarantor.  This Amendment
and each of the other Loan Documents, as modified hereby, to which the Parent,
each Post-Petition Borrower is a party, and the Consent and Confirmation
attached hereto, are legal, valid and binding obligations of the Parent, each
Post-Petition Borrower or each Subsidiary Guarantor, as applicable, enforceable
against such entity in accordance with their respective terms (except, in any
case, as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally
and by general principles of equity).

       

      SECTION
4. Reference to and Effect on
the Loan Documents.  (a)  On and after the Amendment
No. 2 Effective Date, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as modified by this Amendment.

       

      (b) The
Credit Agreement (including, without limitation, the guarantees by the
Post-Petition Borrowers set forth in Section 4.10
thereof), the Notes and each of the other Loan Documents are

       


      
        
           


        

        
           


          
            

          

        

        
           


        
5


      and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed.  Without limiting the generality of the foregoing, the
Collateral Documents and all of the Collateral described therein do and shall
continue to secure the payment of all Obligations of the Loan Parties under the
Loan Documents, in each case as modified by this Amendment.

       

      (c) The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Administrative Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.

       

      SECTION
5. Other
Covenant.  In consideration of the agreements contained herein,
the Post-Petition Borrowers and Subsidiary Guarantors further agree (it being
understood that failure to comply with the covenant contained in this Section 5
shall constitute an Event of Default) to deliver to the Administrative Agent, in
form and substance satisfactory to the Administrative Agent, within 10 Business
Days after the Amendment No. 2 Effective Date, resolutions from the board of
directors (or other equivalent managing body) of each Post-Petition Borrower and
each Subsidiary Guarantor organized under the laws of England, Wales or Ireland
then in full force and effect authorizing, to the extent relevant, the
execution, delivery and performance of this Amendment and the Consent and
Confirmation, as applicable, to be executed by such Person.

       

      SECTION
6. Execution in
Counterparts.  This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.  Delivery of
an executed counterpart of a signature page to this Amendment by telecopier (or
other electronic transmission) shall be effective as delivery of a manually
executed counterpart of this Amendment.

       

      SECTION
7. Governing
Law.  This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.

       

      


       

      [signature
pages to follow]




    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.

     

    CHESAPEAKE
CORPORATION, as a Debtor and Debtor in Possession

    


    


    By /s/  J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    Executive
Vice President, Secretary and

    General Counsel

    


    


    CHESAPEAKE
U.K. HOLDINGS LIMITED

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    Director

    


    


    BOXMORE
INTERNATIONAL LIMITED

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    Director

    


    


    CHESAPEAKE
PLC

    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    Director

    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Agreed as
of the date first above written:

     

    WACHOVIA
BANK, NATIONAL ASSOCIATION,

    as a
Lender, Post-Petition Lender and Administrative Agent

     

    
      	
              By/s/ Reginald T.
      Dawson

            	 	 


    

    
      	
               
      

            	
              Name:  Reginald
      T. Dawson

            


    

    
      	
               
      

            	
              Title:  Managing
      Director

            


    

     

     

     

    CREDIT
INDUSTRIAL ET COMMERCIAL  (New York Branch), as a Lender and a
Post-Petition Lender

     

    
      	
              By/s/ Eric
      Longuet

            	 	 


    

    
      	
               
      

            	
              Name:  Eric
      Longuet

            


    

    
      	
               
      

            	
              Title:  Vice
      President

            


    

    


    
      	
              By/s/ Albert
      Calo

            	 	 


    

    
      	
               
      

            	
              Name:  Albert
      Calo

            


    

    
      	
               
      

            	
              Title:  Vice
      President

            


    

     

    
 

    HSBC Bank
plc, as a Lender and a Post-Petition Lender

     

    
      	
              By/s/ Kevin
      Lambert

            	 	 


    

    
      	
               
      

            	
              Name:  Kevin
      Lambert

            


    

    
      	
               
      

            	
              Title:  Manager

            


    

     

     

     

    KBC Bank
N.V., as a Lender and a Post-Petition Lender

     

    
      	
              By/s/ Katherine S.
      McCarthy

            	 	 


    

    
      	
               
      

            	
              Name:  Katherine
      S. McCarthy

            


    

    
      	
               
      

            	
              Title:  Director

            


    

     

    
      	
              By/s/ Sandra T.
      Johnson

            	 	 


    

    
      	
               
      

            	
              Name:  Sandra
      T. Johnson

            


    

    
      	
               
      

            	
              Title:  Managing
      Director

            


    

     

     

     

    SunTrust
Bank, as a Lender and a Post-Petition Lender

     

    
      	
              By/s/ Byron P.
      Kurtgis

            	 	 


    

    
      	
               
      

            	
              Name:  Byron
      P. Kurtgis

            


    

    
      	
               
      

            	
              Title:  Director

            


    

     

     

     

    


     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    CONSENT
AND CONFIRMATION

     

    


     

    Dated as
of January 29, 2009

    
 

    
      Each of
the undersigned hereby consents to the foregoing Amendment and hereby (a)
confirms and agrees that notwithstanding the effectiveness of such Amendment,
each Loan Document to which it is a party is, and shall continue to be, in full
force and effect and is hereby ratified and confirmed in all respects, except
that, on and after the effectiveness of such Amendment, each reference in the
Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of
like import shall mean and be a reference to the Credit Agreement, as affected
by such Amendment, (b) confirms and agrees that the pledge and security interest
in the Collateral granted by it pursuant to the Collateral Documents to which it
is a party shall continue in full force and effect, and (c) acknowledges and
agrees that such pledge and security interest in the Collateral granted by it
pursuant to such Collateral Documents shall continue to secure the Obligations
purported to be secured thereby, as affected hereby.

       

      This
Consent and Confirmation shall be governed by, and construed in accordance with,
the laws of the State of New York.  Each of the undersigned hereby
irrevocably submits to the non-exclusive jurisdiction of the courts of the State
of New York, New York county and the courts of the United States of America
located in the Southern District of New York and hereby agrees that any legal
action, suit or proceeding arising out of or relating to the foregoing Amendment
and this Consent and Confirmation may be brought against them in any such
courts.  This Consent and Confirmation may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute but one and the same
agreement.  Delivery of an executed counterpart of a signature page to
this Consent and Confirmation by telecopier shall be effective as delivery of a
manually executed counterpart of this Consent and Confirmation.

       

    


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    CHESAPEAKE
UK ACQUISITIONS PLC

    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    Director

    


    CARY ST.
COMPANY, a Debtor and a Debtor in Possession

    


    


    By /s/ Candace C.
Formacek                                                                

    Candace
C. Formacek

    Vice
President

    


     

    CHESAPEAKE
INTERNATIONAL HOLDING COMPANY, a Debtor and a Debtor in Possession

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

           
Vice President and Secretary

    


    CHESAPEAKE
PRINTING AND PACKAGING COMPANY, a Debtor and a Debtor in Possession

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

          
 Vice President and Secretary

    


    CHESAPEAKE
PHARMACEUTICAL PACKAGING COMPANY INC., a Debtor and a Debtor in
Possession

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

           
Vice President and Secretary

    


    CHESAPEAKE
DISPLAY AND PACKAGING COMPANY, a Debtor and a Debtor in Possession

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    Secretary


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    CHESAPEAKE
FOREST PRODUCTS COMPANY LLC, a Debtor and a Debtor in Possession

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    Vice
President and Secretary

    


     

    CHESAPEAKE
RECYCLING COMPANY, a Debtor and a Debtor in Possession

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    President

    


     

    CHESAPEAKE
ASSETS COMPANY, a Debtor and a Debtor in Possession

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    President

    


     

    DELMARVA
PROPERTIES, INC., a Debtor and a Debtor in Possession

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    Vice
President and Secretary


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SHEFFIELD,
INC., a Debtor and a Debtor in Possession

    


    


    By /s/ J. Christopher
Naftzger                                                                

    J.
Christopher Naftzger

    Secretary

    


     

    STONEHOUSE
INC., a Debtor and a Debtor in Possession

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    Vice
President and Secretary

    


     

    THE
CHESAPEAKE CORPORATION OF VIRGINIA, a Debtor and a Debtor in
Possession

    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    President

    


    WTM I
COMPANY, a Debtor and a Debtor in Possession

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    Vice
President and Secretary

    


     

    CHESAPEAKE
CORPORATION, a Wisconsin corporation, a Debtor and a Debtor in
Possession

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    President


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    CHESAPEAKE
CORPORATION, a Massachusetts corporation, a Debtor and a Debtor in
Possession

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    President

    


     

    CHESAPEAKE
CORPORATION, a D.C. corporation, a Debtor and a Debtor in
Possession

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    President

    


     

    CHESAPEAKE
CORPORATION, an Illinois corporation, a Debtor and a Debtor in
Possession

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    President

     

    


    CHESAPEAKE
CORPORATION, a Louisiana corporation, a Debtor and a Debtor in
Possession

    


    


    By /s/ J.P. Causey
Jr.                                                                

    J.P.
Causey Jr.

    President


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by:  /s/ Mark Priestley

            Mark
Priestley


    as duly
appointed attorney of

    CHESAPEAKE
& SONS LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner______

    


    Name
Liz
Turner________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom

    


    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by:  /s/ Mark Priestley

            Mark
Priestley

    


    as duly
appointed attorney of

    CHESAPEAKE
BRISTOL LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner_______

    


    Name
Liz
Turner_________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom

    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by:  /s/ Mark Priestley

          
 Mark Priestley

    


    as duly
appointed attorney of

    FIELD
BOXMORE BRISTOL (HOLDINGS) LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner______

    


    Name
Liz
Turner________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom

    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by:  /s/ Mark Priestley

          
 Mark Priestley

    


    as duly
appointed attorney of

    CHESAPEAKE
PLASTICS LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner______

    


    Name
Liz
Turner________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom

    


    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by:  /s/ Mark Priestley

          
 Mark Priestley

    


    as duly
appointed attorney of

    FIRST
CARTON GROUP LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner______

    


    Name
Liz
Turner________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by:  /s/ Mark Priestley

          
 Mark Priestley

    


    as duly
appointed attorney of

    FIELD
BOXMORE IRELAND LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner______

    


    Name
Liz
Turner________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom

    


    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by:  /s/ Mark Priestley

          
 Mark Priestley

    


    as duly
appointed attorney of

    BPG
HEALTHCARE SYSTEMS LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner______

    


    Name
Liz
Turner________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom

    


    


    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by:  /s/ Mark Priestley

         
  Mark Priestley

    


    as duly
appointed attorney of

    BERRY'S
(HOLDINGS) LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner______

    


    Name
Liz
Turner________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom

    


    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by:  /s/ Mark Priestley

         
  Mark Priestley

    


    as duly
appointed attorney of

    CHESAPEAKE
PHARMACEUTICAL AND HEALTHCARE PACKAGING (DUBLIN) LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner______

    


    Name
Liz
Turner________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom

    


    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by:  /s/ Mark Priestley

           
Mark Priestley

    


    as duly
appointed attorney of

    CHESAPEAKE
PHARMACEUTICAL AND HEALTHCARE PACKAGING (LIMERICK) LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner______

    


    Name
Liz
Turner________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom

    


    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by:  /s/ Mark Priestley

         
  Mark Priestley

    


    as duly
appointed attorney of

    CHESAPEAKE
PHARMACEUTICAL AND HEALTHCARE PACKAGING (WESTPORT) LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner______

    


    Name
Liz
Turner________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom

    


    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by:  /s/ Mark Priestley

         
  Mark Priestley

    


    as duly
appointed attorney of

    BOXMORE
PLASTICS LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner______

    


    Name
Liz
Turner________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom

    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              SIGNED
      SEALED AND DELIVERED

              on
      behalf of

              LITHOPRINT
      HOLDINGS LIMITED

               

              at
      Amersham

            	 
      	 
      
	
               

              By  Mark
      Priestley

            	 
      	
               

              /s/
      Mark Priestley

            
	
              Print
      Full Name

               

              before
      this witness

               

              Liz
      Turner

            	 
      	
              Director

               

               

               

              /s/
      Elizabeth Turner

            
	
              Print
      Full Name

               

            	 
      	
              Witness

            
	
              Chesapeake
      PLC

              Church
      House

              St.
      Mary's Court

              The
      Broadway Old Amersham

              Bucks
      HP7 OUT

              United
      Kingdom

               

            	 
      	 
      
	 
      
	 
      


    

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              SIGNED
      SEALED AND DELIVERED

              on
      behalf of

              CHESAPEAKE
      HILLINGTON LIMITED

               

              at
      Amersham

            	 
      	 
      
	
               

              By  Mark
      Priestley

            	 
      	
               

              /s/
      Mark Priestley

            
	
              Print
      Full Name

               

              before
      this witness

               

              Liz
      Turner

            	 
      	
              Director

               

               

               

              /s/
      Elizabeth Turner

            
	
              Print
      Full Name

               

            	 
      	
              Witness

            
	
              Chesapeake
      PLC

              Church
      House

              St.
      Mary's Court

              The
      Broadway Old Amersham

              Bucks
      HP7 OUT

              United
      Kingdom

               

            	 
      	 
      
	 
      
	 
      


    

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by:  /s/ Mark Priestley

         
  Mark Priestley

    


    as duly
appointed attorney of

    CHESAPEAKE
BELFAST LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner______

    


    Name
Liz
Turner________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by: /s/ Mark Priestley

        
  Mark Priestley

    


    as duly
appointed attorney of

    WILLIAM
W. CLELAND HOLDINGS LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner______

    


    Name
Liz
Turner________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by: /s/ Mark Priestley

        
  Mark Priestley

    


    as duly
appointed attorney of

    FIELD
BOXMORE GB LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner______

    


    Name
Liz
Turner________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom

    


    


    


    


    Notice
Details

    


    Address:

    


    Facsimile:

    


    Attention:


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNED
SEALED AND DELIVERED

    by: /s/ Mark Priestley  

           Mark Priestley

    


    as duly
appointed attorney of

    FIELD
PACKAGING LIMITED

    In the
presence of:

    


    


    


    Witness's
signature /s/
Elizabeth Turner______

    


    Name
Liz
Turner________________________

    


    Chesapeake
PLC

    Church
House

    St.
Mary's Court

    The
Broadway Old Amersham

    Bucks HP7
OUT

    United
Kingdom

    


    


    


    Notice
Details

    


    Address:

    


    Facsimile:

    


    Attention:

    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    



      Chesapeake
Düren GmbH

    

     

    By:  /s/ Timothy D.
Whitfield

                                            Timothy D.
Whitfield

    Title:  Director

     

    Chesapeake
Melle GmbH

     

    By:  /s/ Timothy D.
Whitfield

                                            Timothy D.
Whitfield

    Title:  Director

     

    Chesapeake
Stuttgart GmbH

     

    By:  /s/ Timothy D.
Whitfield

                                            Timothy D.
Whitfield

    Title:  Director

     

    Chesapeake
Neu-Isenburg GmbH

     

    By:  /s/ Michael
Cheetham                                                      

                                            Michael
Cheetham

    Title:  Director

     

    Chesapeake
Deutschland GmbH

     

    By:  /s/ Timothy D.
Whitfield

                                            Timothy D.
Whitfield

    Title:  Director

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    




    Chesapeake
Gent NV

     

    By:  /s/ Michael
Cheetham                                                      

                                            Michael
Cheetham

    Title:  Director

     

    Chesapeake
Bornem NV

     

    
      	
               
      

            	
              By:

            	
              /s/ Michael
      Cheetham

            	 


    

    
      	 	Michael
      Cheetham
	
               
      

            	
              Title:  Director

            


    

    


    Chesapeake
Shared Services Benelux NV

     

    
      	
               
      

            	
              By:

            	
              /s/ Michael
      Cheetham

            	 


    

    
      	 	Michael
      Cheetham
	
               
      

            	
              Title:  Director

            


    

    


    Chesapeake
Brussels NV

     

    
      	
               
      

            	
              By:

            	
              /s/ Michael
      Cheetham

            	 


    

    
      	 	Michael
      Cheetham
	
               
      

            	
              Title:  Director

            


    

    


    Boxmore
Healthcare Packaging Europe NV

     

    
      	
               
      

            	
              By:

            	
              /s/ Michael
      Cheetham

            	 


    

    
      	 	Michael
      Cheetham
	
               
      

            	
              Title:  Director

            


    

    


     

     

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    ChesaPeake
Oss B.V.

     

    
      	
               
      

            	
              By:

            	
              /s/ Willem
      Langenhuyzen

            	 


    

       Willem
Langenhuyzen

       Title:  Managing
Director