Confirmation Agreement in respect of Luxembourg security



 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 communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian
addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as
all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this
document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee. 







 CONTENTS 

 

					
	CLAUSE	  	PAGE	 
	 1. DEFINITIONS AND INTERPRETATION
	  	 	3	  
		
	 2. CONFIRMATION
	  	 	4	  
		
	 3. COST
	  	 	4	  
		
	 4. PARTIAL INVALIDITY
	  	 	4	  
		
	 5. LAW AND JURISDICTION
	  	 	4	  
		
	 SCHEDULE 1 THE PLEDGORS
	  	 	5	  
		
	 SCHEDULE 2 PLEDGE AGREEMENTS
	  	 	6	  








 THIS CONFIRMATION AGREEMENT is made on 28 September 2012 

BETWEEN: 
  

	(1)	THE BANK OF NEW YORK MELLON, acting for itself and as collateral agent as appointed under the First Lien Intercreditor Agreement (as defined below) for the
benefit of the Secured Parties (as defined below), together with its successors and permitted assigns in such capacity (the “Collateral Agent”); and 


 

	(2)	The pledgors listed in schedule 1 (the “Pledgors”). 

 WHEREAS: 
  

	(A)	Pursuant to a credit agreement (the “Credit Agreement”) dated 5 November 2009 and entered into between Reynolds Group Holdings Inc., Reynolds
Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation)
and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, as amended by amendment agreements dated 21 January 2010, 4 May 2010,
30 September 2010, 9 February 2011, 11 March 2011 and 9 August 2011, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, certain loan facilities
(the “Facilities”) were made available to the Borrowers (as defined below). 

  

	(B)	Pursuant to an indenture (the “2009 Senior Secured Notes Indenture”) dated 5 November 2009 and entered into between the 2009 Issuers (as defined
below), the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented,
restated, replaced or modified from time to time, certain notes were issued by the 2009 Issuers. 

  

	(C)	On 5 November 2009, the Collateral Agent, The Bank of New York Mellon as trustee under the 2009 Senior Secured Notes Indenture, Credit Suisse AG as administrative
agent under the Credit Agreement, and the Loan Parties (as defined below) as at that date and certain other parties, entered into an intercreditor agreement (the “First Lien Intercreditor Agreement”) amended by an amendment dated
21 January 2010 and as further amended, novated, supplemented, restated or modified from time to time. 

  

	(D)	Pursuant to an indenture (the “2010 Senior Secured Notes Indenture”) dated 15 October 2010 and entered into between the 2010 Issuers (as defined
below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as
amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the 2010 Issuers. 


 

	(E)	Pursuant to a merger effective as of 21 December 2010, Beverage Packaging Holdings (Luxembourg) III S.à r.l. has absorbed Reynolds Consumer Products
(Luxembourg) S.à r.l. and Closure Systems International (Luxembourg) S.à r.l. (the “Merger”). 


  
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	(F)	Pursuant to an indenture (the “February 2011 Senior Secured Notes Indenture”) dated 1 February 2011 and entered into between the February 2011
Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional
collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the February 2011 Issuers. 


 

	(G)	Pursuant to an indenture (the “August 2011 Senior Secured Notes Indenture”) dated 9 August 2011 and entered into between the August 2011 Issuers
(as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional
collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the August 2011 Issuers. 


 

	(H)	On or about the date of this agreement, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, SIG Euro Holding AG & Co. KGaA, Closure Systems
International Holdings Inc., Closure Systems International B.V., Pactiv LLC, SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds
Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, together with certain other parties entered into an amendment no. 7 and incremental term loan assumption agreement (the
“Amendment No. 7”) relating to the Credit Agreement (the “Third Amended and Restated Credit Agreement”). 

  

	(I)	Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated on or about the date of this Agreement and entered into between
the September 2012 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London)
Limited, as additional collateral agent, together with certain other parties, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the September
2012 Issuers (the “September 2012 Senior Secured Notes”). 

  

	(J)	On or about the date hereof, certain Security Reaffirming Parties (as defined therein), including the Pledgors, Credit Suisse AG as administrative agent, The Bank of
New York Mellon, as trustee and collateral agent and Wilmington Trust (London) Limited, as collateral agent, have entered into a reaffirmation agreement (the “Reaffirmation Agreement”) pursuant to which each Security Reaffirming
Party (i) reaffirmed the Security Documents (as defined therein) to which they are a party, (ii) confirmed and reaffirmed its respective guarantee of the obligations as provided in the Third Amended and Restated Credit Agreement and
(iii) confirmed and reaffirmed that its respective security specified therein extends to the Third Amended and Restated Credit Agreement and to the Additional Obligations as a result of the Secured Notes Designation (as defined below).



  
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	(K)	As a condition precedent to the issuance of the September 2012 Senior Secured Notes and borrowing under the Third Amended and Restated Credit Agreement, the Pledgors
have agreed to confirm the security interest granted under each of the pledge agreements (as listed in schedule 2 hereto, the “Pledge Agreements”). 


 

	(L)	The Obligations in respect of the September 2012 Senior Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) will or have been designated
on or about the date hereof as “Additional Obligations” under, and in accordance with, section 5.02 (c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”). 


THE PARTIES AGREE AS FOLLOWS: 
  

	1.	DEFINITIONS AND INTERPRETATION 

  

	1.1	Terms defined in the First Lien Intercreditor Agreement and/or the Pledge Agreements shall bear the same meaning herein, unless expressly provided to the contrary.


  

	1.2	In this Agreement: 


“2009 Issuers” shall mean the “Issuers” under and as defined in the 2009 Senior Secured Notes Indenture,
including their successors in interest. 
 “2010 Issuers” shall mean the “Issuers” under and as
defined in the 2010 Senior Secured Notes Indenture, including their successors in interest. 
 “August 2011
Issuers” shall mean the “Issuers” under and as defined in the August 2011 Senior Secured Notes Indenture, including their successors in interest. 
 “Borrowers” shall mean the “Borrowers” under, and as defined in, the Third Amended and Restated Credit Agreement from time to time. 

“February 2011 Issuers” shall mean the “Issuers” under and as defined in the February 2011 Senior Secured
Notes Indenture, including their successors in interest. 
 “Loan Documents” shall mean the “Credit
Documents” under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document. 

“Loan Parties” shall mean the “Grantors” under, and as defined in, the First Lien Intercreditor Agreement.

 “Secured Obligations” shall mean the “Secured Obligations” under, and as defined in, each of the
Pledge Agreements. 
 “Secured Parties” shall mean the “Secured Parties” under, and as defined in,
the First Lien Intercreditor Agreement. 
 “September 2012 Issuers” shall mean the “Issuers” under
and as defined in the September 2012 Senior Secured Notes Indenture, including their successors in interest. 

  
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	1.3	This Confirmation Agreement may be executed in any number of counterparts and by way of facsimile exchange of executed signature pages, all of which together shall
constitute one and the same Confirmation Agreement. 

  

	1.4	The Parties agree that this Confirmation Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor
Agreement (and for no other purpose) and that, accordingly, all rights , duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.


  

	2.	CONFIRMATION 

 Each
Pledgor hereby, for the benefit of the Collateral Agent acting for itself and as collateral agent as appointed under the First Lien Intercreditor Agreement for the benefit of the Secured Parties, expressly (a) confirms its respective pledges
and grants of security interests in the Pledge Agreements to which it is a party and (b) agrees and confirms that the Pledge Agreements and each of the security interests created thereunder shall (i) remain in full force and effect in
accordance with their terms subject to any applicable Legal Reservations, (ii) continue to secure the Secured Obligations as they shall be in existence following the Amendment No. 7 and the Secured Notes Designation and (iii) extend,
subject to the limitations (if any) contained in the relevant Pledge Agreements, to the obligations assumed by any Loan Party under or in connection with the Amendment No. 7 and the Third Amended and Restated Credit Agreement and to the
obligations that are “Additional Obligations” as a result of the Secured Notes Designation, without any further actions. 
  

	3.	COST 

 All the Collateral
Agent’s costs and expenses shall be reimbursed in accordance with the provisions of Section 9.05 (Expenses, Indemnity) of the Third Amended and Restated Credit Agreement, as amended and restated from time to time. 

 

	4.	PARTIAL INVALIDITY 

 If
any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from this Agreement and the remaining provisions of this Agreement shall remain in full
force and effect. The Agreement shall, however, thereafter be amended by the parties in such reasonable manner so as to achieve, without illegality, the intention of the parties with respect to that severed provision. 

 

	5.	LAW AND JURISDICTION 


This Agreement shall be governed by Luxembourg law and the courts of Luxembourg-City shall have exclusive jurisdiction to settle any
dispute which may arise from or in connection with it. 
 This Agreement has been duly executed by the parties in seven copies.


  
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 SCHEDULE 1 
 THE PLEDGORS 
  

	1.	REYNOLDS GROUP HOLDINGS LIMITED, a company incorporated in New Zealand with registration number 1812226 (“Parent”); 


 

	2.	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a société anonyme incorporated under Luxembourg law with registered office at : 6C, rue
Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg registered with the Luxembourg register of commerce and companies under the number B128.592 (“BPH I”); 


 

	3.	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a société anonyme incorporated under Luxembourg law with registered office at 6C, rue
Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg registered with the Luxembourg register of commerce and companies under the number B128.914 (“BPH II”); 


 

	4.	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a société anonyme incorporated under Luxembourg law with registered office at 6C, rue Gabriel
Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B148.957 (“Lux Issuer”); 


 

	5.	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a société à responsabilité limitée incorporated under
Luxembourg law with registered office at 6C, rue Gabriel Lippmann L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under the number B128.135 and having a share capital of EUR 404.969.325
(“BPH III”); and 

  

	6.	GRAHAM PACKAGING COMPANY, L.P., a limited partnership organized under the laws of the State of Delaware, having its registered office at c/- The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801 USA, registered under number 2436955 (“Graham LP”). 


  
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 SCHEDULE 2 
 PLEDGE AGREEMENTS 
  

	1.	a Luxembourg law share pledge agreement dated 5 November 2009 and entered into between Parent as pledgor and the Collateral Agent, such pledge being granted over
the shares held by Parent in the share capital of BPH I; 

  

	2.	a Luxembourg law share pledge agreement dated 5 November 2009 and entered into between BPH I as pledgor and the Collateral Agent, such pledge being granted over
the shares held by BPH I in the share capital of BPH III; 

  

	3.	a Luxembourg law share pledge agreement dated 5 November 2009 and entered into between BPH I as pledgor and the Collateral Agent, such pledge being granted over
the shares held by BPH I in the share capital of the Lux Issuer; 

  

	4.	a Luxembourg law pledge over receivables agreement dated 5 November 2009 and entered into by the Lux Issuer as pledgor and the Collateral Agent, such pledge being
granted over certain receivables held by the Lux Issuer towards BPH III under proceeds loan agreements; 

  

	5.	a Luxembourg law pledge over receivables agreement dated 5 November 2009 and entered into between BPH I as pledgor and the Collateral Agent, such pledge being
granted over certain receivables held by BPH I towards BPH III; 

  

	6.	a Luxembourg law profit participating bond pledge agreement dated 5 November 2009 and entered into between BPH I as pledgor and the Collateral Agent, such pledge
being granted over the Bonds (as defined therein) issued by BPH III and held by BPH I; 

  

	7.	a Luxembourg law bank accounts pledge agreement dated 5 November 2009 and entered into between BPH I as pledgor and the Collateral Agent, over certain bank
accounts opened with the Account Bank (as defined therein) (the “Luxembourg Account Bank”); 

  

	8.	a Luxembourg law bank accounts pledge agreement dated 5 November 2009 and entered into between the Lux Issuer as pledgor and the Collateral Agent, over certain
bank accounts opened with the Luxembourg Account Bank; 

  

	9.	a Luxembourg law pledge over receivables agreement dated 2 December 2009 and entered into between the Parent as pledgor and the Collateral Agent in the presence of
BPH I, such pledge being granted over certain receivables held by the Parent towards BPH I under an intercompany loan agreement; 

  

	10.	a Luxembourg law pledge over receivables agreement dated 23 February 2010 and entered into between BPH I as pledgor and the Collateral Agent in the presence of SIG
Austria Holding GmbH and SIG Euro Holding AG & Co. KGaA, such pledge being granted over certain receivables held by BPH I towards SIG Austria Holding GmbH and SIG Euro Holding AG & Co. KGaA under certain intercompany loan
agreements; 

  

	11.	a Luxembourg law first ranking pledge over receivables agreement dated 5 November 2009 and entered into between BPH II as pledgor and the Collateral Agent, such
pledge being granted over the claims the pledgor owns against BPH I under certain proceeds loans made by BPH II to BPH I; 


  
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	12.	a Luxembourg law share pledge agreement dated 20 March 2012 and entered into between Graham LP and the Collateral Agent, such pledge being granted over 65% of the
shares held by Graham LP in the share capital of Graham Packaging European Holdings (Luxembourg) S.à r.l.; 

  

	13.	a Luxembourg law pledge over receivables agreement dated 5 November 2009 and entered into between BPH III as pledgor and the Collateral Agent, such pledge being
granted over certain receivables held by BPH III towards BPH I; 

  

	14.	a Luxembourg law bank accounts pledge agreement dated 5 November 2009, as amended on 20 July 2012 and entered into between BPH III as pledgor and the
Collateral Agent, over certain bank accounts opened with the Luxembourg Account Bank; 

  

	15.	a Luxembourg law pledge over receivables agreement dated 4 May 2010 and entered into between BPH III as pledgor and the Collateral Agent, such pledge to be granted
over certain receivables held by BPH III towards SIG Combibloc Holding GmbH; and 

  

	16.	a Luxembourg law governed share pledge agreement dated 20 March 2012 and entered into between BPH III as pledgor, the Collateral Agent and Beverage Packaging
Holdings (Luxembourg) IV S.à r.l. (“BPHL IV”), such pledge to be granted over the shares held by BPH III in the share capital of BPHL IV. 


  
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 SIGNATURE PAGE—LUXEMBOURG CONFIRMATION AGREEMENT 

The Collateral Agent 
 THE BANK OF
NEW YORK MELLON 
 Duly represented by: 
  

	
	/s/ Catherine F. Donohue
	Name: Catherine F. Donohue
	Title: Vice President

 The Pledgors 
 REYNOLDS GROUP HOLDINGS LIMITED (formerly known as Rank Group Holdings Limited) 
 Duly
represented by: 
  

					
	 /s/ Karen Mower
	 		 	 /s/ Jennie Blizzard

	Name: Karen Mower	 		 	Witness: Jennie Blizzard
	Title: Authorised signatory	 		 	Occupation: Lawyer
			
		 		 	Address: Sydney, Austalia

 BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A. 
 Duly represented by: 
  

	
	/s/ Karen Mower
	Name: Karen Mower
	Title: Authorised Signatory








 SIGNATURE PAGE—LUXEMBOURG CONFIRMATION AGREEMENT 

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. 

Duly represented by: 
  

	
	/s/ Karen Mower
	Name: Karen Mower
	Title: Authorised Signatory

 BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A. 
 Duly represented by: 
  

	
	/s/ Karen Mower
	Name: Karen Mower
	Title: Authorised Signatory

 BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L. 

Duly represented by: 
  

	
	/s/ Karen Mower
	Name: Karen Mower
	Title: Authorised Signatory








 SIGNATURE PAGE—LUXEMBOURG CONFIRMATION AGREEMENT 

GRAHAM PACKAGING COMPANY, L.P. 
 BY:
GPC OPCO GP LLC, its General Partner 
 Duly represented by: 

 

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