Exhibit 10.1

 

EXECUTION VERSION

 

SECOND SUPPLEMENTAL TRUST DEED

 

22 July 2019

 

BETWEEN


 AMCOR LIMITED


 and


 AMCOR FINANCE (USA), INC.


 and


 AMCOR UK FINANCE PLC


 and


 AMCOR PLC


 and


 BEMIS COMPANY, INC.


 and


 DB TRUSTEES (HONG KONG) LIMITED

 

Relating to the Series 3 €300,000,000 in aggregate principal amount of 2.750 per cent.
 Notes due 2023 (ISIN: XS0907606379) issued under the €2,000,000,000 Euro Medium
 Term Note Programme

 



 

REF: DEH/60049-30030

 











 

THIS SECOND SUPPLEMENTAL TRUST DEED is made on 22 July 2019

 

BETWEEN:

 

(1)                                 AMCOR LIMITED, a company incorporated with limited liability under the laws of the state of New South Wales, Australia with registered number ABN 62 000 017 372, whose registered office is at Level 11, 60 City Road, Southbank, VIC 3006, Australia (“Amcor Limited”);

 

(2)                                 AMCOR FINANCE (USA), INC, a company incorporated with limited liability under the laws of the state of Delaware, United States of America, whose registered office is at 2801 SW 149th Avenue, Suite 350, Miramar, FL 33027, United States of America (“Amcor USA” and, together with Amcor Limited, the “Issuers” and each an “Issuer”);

 

(3)                                 AMCOR UK FINANCE PLC, a public limited company incorporated with limited liability under the laws of England and Wales with registered number 4160806, whose registered office is at Amcor Central Services Bristol, 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom (“Amcor UK” (in its capacity as guarantor of the Notes issued by Amcor USA and Amcor Limited) and, together with Amcor Limited (in its capacity as guarantor of Notes issued by Amcor USA) and Amcor USA (in its capacity as guarantor of Notes issued by Amcor Limited), the “Existing Guarantors”  and each an “Existing Guarantor”);

 

(4)                                 AMCOR PLC, a company incorporated with limited liability under the laws of Jersey with registered number 126984, whose registered office is at 3rd Floor, 44 Esplanade, St Helier, Jersey JE4 9WG (“Amcor plc”);

 

(5)                                 BEMIS COMPANY, INC., a corporation organised under the laws of Missouri, whose registered office is at 2301 Industrial Drive, Neenah, Wisconsin 54956 (“Bemis”);  and

 

(6)                                 DB TRUSTEES (HONG KONG) LIMITED, a company incorporated under the laws of Hong Kong, whose principal office is at Level 52, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong (the “Trustee”,  which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees of these presents) as trustee for the Noteholders, the Receiptholders and the Couponholders (each as defined below).

 

WHEREAS:

 

(A)                               This Second Supplemental Trust Deed is supplemental to the Trust Deed dated 28 February 2011, as amended and restated by a first supplemental trust deed dated 26 October 2012 (hereinafter called the “Principal Trust Deed”)  made between the Issuers, the Existing Guarantors and the Trustee and relating to the €2,000,000,000 Euro Medium Term Note Programme established by the Issuers (the “Programme”).

 

(B)                               Amcor Limited has issued €300,000,000 in aggregate principal amount of 2.75 per cent. Notes due 2023 (ISIN: XS0907606379) under the Programme (the “2023 Notes”) pursuant to and having the benefit of the Principal Trust Deed.

 

1











 

(C)                               Each of Amcor plc and Bemis (the “Acceding Guarantors”  and each an “Acceding Guarantor”) has agreed to accede as a guarantor of the 2023 Notes pursuant to this Second Supplemental Trust Deed.

 

NOW THIS SECOND SUPPLEMENTAL TRUST DEED WITNESSES AND IT IS HEREBY AGREED AND DECLARED as follows:

 

1.                                      Subject as hereinafter provided and unless there is something in the subject matter or context inconsistent therewith, all words and expressions defined in the Principal Trust Deed shall have the same meanings in this Second Supplemental Trust Deed.

 

2.                                      Each of the Acceding Guarantors hereby irrevocably and unconditionally agrees to accede to the Principal Trust Deed as a Guarantor thereunder and as if originally named as a Guarantor therein in respect of Notes issued by Amcor Limited and, accordingly, irrevocably and unconditionally agrees on a joint and several basis to guarantee the due and punctual payment of all sums expressed to be payable by the Issuers under the Principal Trust Deed and the 2023 Notes when as the same shall become due and payable on the terms and subject to the conditions set out in Clause 7 of the Principal Trust Deed.

 

3.                                      The Second Supplemental Trust Deed shall henceforth be read and construed as one document with the Principal Trust Deed.

 

4.                                      No person other than a party to this Second Supplemental Trust Deed shall have any right by virtue of the Contracts (Rights of Third Parties) Act 1999 to enforce any term (express or implied) of this Second Supplemental Trust Deed, but this is without prejudice to any right or remedy of any third party which may exist or be available apart from that Act.

 

5.                                      This Second Supplemental Trust Deed and any non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English law.

 

6.                                      A Memorandum of the Second Supplemental Trust Deed shall be endorsed by the Trustee on the Principal Trust Deed and by the Issuers on their duplicate thereof.

 

7.                                      This Second Supplemental Trust Deed may be executed in any number of counterparts, each of which, taken together, shall constitute one and the same Second Supplemental Trust Deed and any party may enter into this Second Supplemental Trust Deed by executing a counterpart.

 

IN WITNESS whereof this Second Supplemental Trust Deed has been executed by Amcor Limited, Amcor USA, Amcor UK, Amcor plc, Bemis and the Trustee as a deed and delivered on the day and year first above written.

 











 

SIGNATORIES

 

	
EXECUTED   as a DEED by
    	
)
    	
/s/ Signatory
    
	
AMCOR   LIMITED
    	
)
    
	
acting by
    	
)
    
	
 
    	
)
    
	
acting under the   authority of that company, in
    	
)
    
	
the presence of:
    	
)
    
	
 
    	
)
    
	
Witness’s   Signature
    	
/s/ Graeme   Vavasseur
    	
 
    	
)
    
	
 
    	
 
    	
 
    	
 
    
	
Name
    	
Graeme Vavasseur
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Address
    	
Seestrasse 69B,   Thalwil
    	
 
    	
 
    
	
 
    	
Switzerland 8800
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Occupation
    	
Vice President   & Group Treasurer
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
EXECUTED   as a DEED by
    	
)
    	
/s/ Signatory
    
	
AMCOR   FINANCE (USA), INC. acting by
    	
)
    
	
 
    	
)
    
	
acting under the   authority of that company, in
    	
)
    
	
the presence of:
    	
)
    
	
 
    	
)
    
	
Witness’s   Signature
    	
/s/ Sean A.   Scott
    	
 
    	
)
    
	
 
    	
)
    
	
Name
    	
Sean A. Scott
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Address
    	
561 Bayshore Dr 
    	
 
    	
 
    
	
 
    	
Fort Lauderdale FL   33304
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Occupation
    	
Tax Analyst
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
EXECUTED   as a DEED by
    	
)
    	
/s/ Signatory
    
	
AMCOR   UK FINANCE PLC acting by
    	
)
    
	
 
    	
)
    
	
acting under the   authority of that company, in
    	
)
    
	
the presence of:
    	
)
    
	
 
    	
)
    
	
Witness’s   Signature
    	
/s/ Ralf Hoensch
    	
 
    	
)
    
	
 
    	
)
    
	
Name
    	
Ralf Hoensch
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Address
    	
Thurgauerstr. 34
    	
 
    	
 
    
	
 
    	
8050 Zurich
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Occupation
    	
Director Risk   Europe
    	
 
    	
 
    
						


 











 

	
EXECUTED   as a DEED by
    	
)
    	
/s/ Signatory
    
	
AMCOR   PLC acting by
    	
)
    
	
 
    	
)
    
	
acting under the   authority of that company, in
    	
)
    
	
the presence of:
    	
)
    
	
 
    	
)
    
	
Witness’s   Signature
    	
/s/ Graeme   Vavasseur
    	
 
    	
)
    
	
 
    	
)
    
	
Name
    	
Graeme Vavasseur
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Address
    	
Seestrasse 69B,   Thalwil
    	
 
    	
 
    
	
 
    	
Switzerland, 8800
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Occupation
    	
Vice President   & Group Treasurer
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
EXECUTED   as a DEED by
    	
)
    	
/s/ Signatory

Andrew Cowper
    
	
BEMIS   COMPANY, INC. acting by
    	
)
    
	
 
    	
)
    
	
acting under the   authority of that company, in
    	
)
    
	
the presence of:
    	
)
    
	
 
    	
)
    
	
Witness’s   Signature
    	
/s/ Elizabeth A.   Dalisay
    	
 
    	
)
    
	
 
    	
)
    
	
Name
    	
Elizabeth A. Dalisay
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Address
    	
44 Streatley   Road Kilburn NW6 7LS
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Occupation
    	
Home   Maintainance
    	
 
    	
 
    
						


 











 

	
THE COMMON SEAL of)
    	
)
    	
 
    	


 
    
	
DB TRUSTEES (HONG KONG) LIMITED)
    	
)
    	
 
    
	
was affixed to this deed in)
    	
)
    	
 
    
	
the presence of:
    	
)
    	
 
    
	
 
    	
)
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
WANG Yaohui
    	
/s/ Signatory
    
	
Authorised Signatory
    	
Authorised Signatory
    	
Authorised Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Christina Nip
    	
/s/ Signatory
    
	
Authorised Signatory
    	
Authorised Signatory
    	
Authorised Signatory