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 Company 

 
  

Dated as of 

November 7, 2012 
  

 
  

 
  







 FIFTH AMENDMENT TO THE QUOTA PLEDGE AGREEMENT 

This Fifth Amendment to the Quota Pledge Agreement (the “Amendment”) is made as of November 7, 2012 by and among: 

(a) SIG EURO HOLDING AG & CO. KGAA, a company, duly organized
and existing in accordance with the laws of Germany, with its registered office at Rurstraße 58, 52441 Linnich, Germany, registered with the Commercial Register of the Local Court Düren under HR B 5754, herein duly represented in
accordance with its Charter Documents (“SIG Euro”); 
 (b) SIG BEVERAGES
GERMANY GMBH, a company duly incorporated and existing under the laws of Germany, with its registered office at Rurstraße 58, 52441 Linnich, Germany, registered with the Commercial Register of the Local Court
Düren under HR B 6374, herein duly represented in accordance with its Charter Documents, “SIG Beverages Germany” and together with SIG Euro, the “Grantors”); 

(c) THE BANK OF NEW YORK
MELLON, a financial institution duly organized and existing under the laws of the State of New York, with its registered office at 101 Barclay Street, 4E, New York, NY 12086, USA, enrolled with the Brazilian
Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no 09.214.177/0001-65, acting exclusively in the capacity as collateral agent of and for the benefit of the Secured Parties under the First Lien Intercreditor Agreement (together with
its successors and permitted assignees in such capacity, the “Collateral Agent”); and 
 (d) SIG
BEVERAGES BRASIL LTDA., a limited liability company duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of São Paulo, State of São
Paulo, at Rua Funchal, no 418, Edifício e-Tower, 14th floor, room 1, Vila Olímpia, CEP 04551-060, enrolled with the CNPJ/MF under no 57.866.238/0001-11 (the “Company”). 

WHEREAS, on March 30, 2010, the parties hereto entered into the Quota Pledge Agreement (the “Pledge Agreement”).

 WHEREAS, the Pledge Agreement was amended by (i) the Amendment to the Quota Pledge Agreement dated May 4, 2010, in
respect of an Amendment No. 2 and Incremental Term Loan Assumption Agreement dated May 4, 2010, (ii) the Second Amendment to the Quota Pledge Agreement dated November 16, 2010, in respect of an Amendment No. 3 and
Incremental Term Loan Assumption Agreement dated September 30, 2010 and a Senior Secured Notes Indenture dated October 15, 2010, (iii) the Third Amendment to the Quota Pledge Agreement dated March 2, 2011, in respect of an
Amendment No. 4 and Incremental Term Loan Assumption Agreement dated February 9, 2011 and the February 2011 Secured Notes Indenture, and (iv) and the Fourth Amendment to the Quota Pledge Agreement dated September 8, 2011, in
respect of an Amendment No. 6 and Incremental Term Loan Assumption Agreement dated August 9, 2011 and the August 2011 Secured Notes Indenture. 







 WHEREAS, the following document was entered into on the date, and by and among the parties,
described below: 
 Amendment No. 7 and Incremental Term Loan Assumption Agreement dated September 28, 2012, entered
into by and among, including others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG
Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., Reynolds Group Holdings
Limited, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit Suisse AG as administrative agent for the Lenders, related to and amending and restating the Credit Agreement dated as of
November 5, 2009, as set out therein and as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (the “Third Amended and Restated Credit
Agreement”). 
 WHEREAS, pursuant to an indenture (the “September 2012 Secured Notes Indenture”) dated
September 28, 2012, and entered into between, among others, Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group (Luxembourg) S.A. (the “September 2012 Issuers”), The Bank of New York Mellon, as trustee,
principal paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, certain secured notes (the “September
2012 Secured Notes”) were issued by the September 2012 Issuers. 
 WHEREAS, the obligations in respect of the September
2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated as “Additional Obligations” under, and in accordance with section 5.02(c) of the First Lien Intercreditor Agreement (the
“Secured Notes Designation”). 
 WHEREAS, the parties recognize and agree that the security interest created
under the Pledge Agreement shall extend to secure, in addition to the obligations currently secured thereby, the obligations created under the Third Amended and Restated Credit Agreement and the Additional Documents (as defined under the First Lien
Intercreditor Agreement) in respect of the Secured Notes Designation (“Additional Covered Obligations”). 

WHEREAS, any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 outstanding under the Senior Secured Notes
Indenture have been repaid or redeemed in full. 
 NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants contained herein, the parties hereto agree as follows: 
 1. Defined Terms. Capitalized terms used and not
otherwise defined in this Amendment are used herein and in any notice given under this Amendment with the same meanings ascribed to such terms in the Pledge Agreement or any of its amendments. All terms defined in this Amendment shall have the
defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. 







 2. Amendment. The parties hereto agree to amend the Pledge Agreement as follows, such
amendment to be in force and effect as of the date hereof: 
  

	 	(a)	The following new definitions will be inserted at the appropriate place in alphabetical order with the following wording: 


 

	 	    	“Credit Agreement” means the third amended and restated credit agreement dated September 28, 2012 among 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),
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, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time. 


 

	 	    	“September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Secured Notes Indenture, including their successors
in interest. 

  

	 	    	“September 2012 Secured Notes Indenture” means the indenture dated September 28, 2012, between the September 2012 Issuers and The Bank of New York
Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, as amended, extended,
restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time. 

  

	 	    	“September 2012 Secured Notes Indenture Secured Parties” shall mean such entities as fall within the definition of “Additional Secured
Parties” under the First Lien Intercreditor Agreement as a result of the designation of the obligations in respect of the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) being “Additional
Obligations” under the First Lien Intercreditor Agreement. 

  

	 	(b)	In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties agree to amend the
description of the Secured Obligations contained in Schedule A-I of the Pledge Agreement to read as follows: 


DESCRIPTION OF THE SECURED OBLIGATIONS UNDER
THE LOAN DOCUMENTS 







 a) All obligations owed to the Secured Parties now existing or hereafter arising, direct or indirect,
absolute or contingent, due or to become due, under the Loan Documents, including (and without limitation): 
  

	 	(i)	a senior secured U.S. term loan facility in an aggregate principal amount not in excess of US $2,235,000,000 with an interest rate equivalent to the Applicable Margin
plus (a) the greater of (i) 1.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be
repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions); 

  

	 	(ii)	a senior secured European term loan facility in an aggregate principal amount not in excess of €300,000,000 with an interest rate equivalent to the Applicable
Margin plus (a) the greater of (i) 1.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as
applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions); 

  

	 	(iii)	a senior secured U.S. revolving loan facility in an aggregate principal amount not in excess of US $120,000,000, which principal amounts include sub-limits for letter
of credit facilities, with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory
Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions); 


 

	 	(iv)	a European revolving loan facility in an aggregate principal amount not in excess of €80,000,000, which principal amounts include sub-limits for letter of credit
facilities with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the
case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions); and 


 

	 	(v)	incremental loan facilities in a principal amount of up to US $750,000,000 with an interest rate equivalent to the rates set forth in clauses (i) through
(iv) above, as applicable to the relevant incremental loan facility; which shall be repaid in full as set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility or such other as set out in the
relevant Incremental Assumption Agreement, which date of repayment shall be earlier than the dates set forth above as applicable to the relevant incremental loan facility (subject to prepayment and acceleration provisions). 









 b) all other obligations, advances, debts and liabilities owed to the Secured Parties under the Credit
Agreement, including indemnities, fees and interest incurred under, arising out of or in connection with the Credit Agreement. 
 Definitions

 For the purpose of this item “I” of this Schedule A, all capitalized terms used and not otherwise defined in this Agreement
shall have the meaning ascribed to such terms in the Credit Agreement. 
 (c) In order to evidence the extension of the security interest
created under the Pledge Agreement to the Additional Covered Obligations, the Parties also agree to insert Schedule A-VI describing the obligations in respect of the September 2012 Secured Notes: 

DESCRIPTION OF THE OBLIGATIONS UNDER THE
SENIOR SECURED NOTE DOCUMENTS 
 (RELATING
TO THE SEPTEMBER 2012 SECURED NOTES INDENTURE) 

All obligations owed to the September 2012 Secured Notes Indenture Secured Parties now existing or hereafter arising, direct or indirect, absolute or
contingent, due or to become due, under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including (and without limitation): 

(i) the due and punctual payment of: 
  

	 	(a)	(A) US $3,250,000,000 aggregate principal amount on the notes due 2020 and interest, which shall be paid on April 15 and October 15, at the rate of
5.750% per annum (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the notes, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or otherwise; and 

  

	 	(b)	all other monetary obligations of any September 2012 Issuer to any of the September 2012 Secured Notes Indenture Secured Parties under the Senior Secured Note Documents
(as such term is defined in the September 2012 Secured Notes Indenture), including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding). 

 (ii) the due and punctual performance of all other obligations of the September 2012 Issuers under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured
Notes Indenture); and 







 (iii) the due and punctual payment and performance of all the obligations of each other
obligor under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture). 
 (d)
In order to evidence the repayment or redemption in full of any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 issued under the Senior Secured Notes Indenture, the Parties agree to amend the description of the obligations
owed to the Indenture Secured Parties contained in Schedule A-II of the Pledge Agreement by deleting paragraph (i)(a)(A) in its entirety and renaming the subsequent paragraph from (i)(a)(B) to (i)(a). 

(e) For the avoidance of doubt, the parties agree that, as a result of this amendment: (i) the obligations created under the Third Amended and
Restated Credit Agreement, the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) shall be considered “Secured Obligations” for the purposes of the Pledge Agreement; and (ii) any
September 2012 Secured Notes Indenture Secured Parties (including any holder of the September 2012 Secured Notes) shall be considered “Secured Parties” for the purposes of the Pledge Agreement. 

3. Registration of this Amendment. The Grantor shall, at its own expense, no later than twenty (20) days from the execution
date of this Amendment, (i) cause the signature of the parties who have signed this Amendment outside Brazil to be notarized by a public notary and consularized at the local Brazil consulate, (ii) cause this Amendment to be translated into
Portuguese by a public sworn translator (tradutor público juramentado) and (iii) have this Amendment, together with its sworn translation (tradução juramentada) into Portuguese, annotated at the margin of the
registration of the Pledge Agreement with the competent Registry of Deeds and Documents (Cartório de Registro de Títulos e Documentos) in Brazil pursuant to Article 128 of Law No. 6,015 of December 31, 1973. The
Grantor shall, promptly after such registration, deliver to the Collateral Agent evidence of such registration in form and substance satisfactory to the Collateral Agent. All expenses incurred in connection with such registrations shall be borne by
the Grantor. 
 Notwithstanding the foregoing, the Collateral Agent, at its sole discretion, may decide to undertake any of the
registrations, translations, filings and other formalities described herein if Grantor fails to do so, whereupon the Grantor shall reimburse the Collateral Agent promptly for any and all costs and expenses incurred by it related to such
registrations, translations, filings and other formalities in accordance with the provisions of the Principal Finance Documents. 
 4. Effectiveness of the Pledge Agreement. All the provisions of the Pledge Agreement not expressly amended as a result of this Amendment shall remain in full force and effect. 

5. Security Document. The Parties agree that this Amendment 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. 







 6. Governing Law; Jurisdiction. This Amendment shall be governed by and construed and
interpreted in accordance with the laws of Brazil. The parties irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action or proceeding to resolve any dispute or
controversy related to or arising from this Amendment and the parties irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such courts, with the express waiver of the jurisdiction of any other
court, however privileged it may be. 







 IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed in the presence of the
undersigned witnesses. 
  

			
	SIG EURO HOLDING AG & CO. KGAA 
	
	 represented by its general partner SIG
 Schweizerische Industrie-Gesellschaft AG
 (formerly SIG Reinag AG)

	
	 /s/ Edimara Iansen Wieclorek

	By: Edimara Iansen Wieclorek
	Title: Legal Representative
	
	SIG BEVERAGES GERMANY GMBH
	
	 /s/ Edimara Iansen Wieclorek

	By: Edimara Iansen Wieclorek
	Title: Legal Representative
	
	SIG BEVERAGES BRASIL LTDA.
	
	 /s/ Felix Colas

	By: Felix Colas
	Title: Director

 THE BANK OF NEW YORK
MELLON as Collateral Agent acting as agent of and for the benefit of the Secured Parties 
  

			
	 /s/ Joaquim José Aceturi de Oliveira

	By: Joaquim José Aceturi de Oliveira
	Title: attorney-in-fact

  

					
	WITNESSES:	 		 	
			
	  	 		 	  
	Name:	 		 	Name:
	ID:	 		 	ID: