exv4w32







Exhibit 4.32




CLOSURE
SYSTEMS INTERNATIONAL DEUTSCHLAND REAL ESTATE GMBH & CO. KG




and



SIG COMBIBLOC GMBH



as Chargors



and



THE BANK OF NEW YORK MELLON

as Collateral Agent



 





SECURITY PURPOSE AGREEMENT



relating to Land Charges



(Sicherungszweckvereinbarung)



 




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 Credit
Document (as defined in Clause 1 of this 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 Credit 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 Credit 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 Credit Document to an Austrian addressee.
















 









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions and Language
	 	 	2	 
	2. Obligations
	 	 	6	 
	3. Realisation of Land Charges and Recourse of Personal Liability
	 	 	8	 
	4. Limitation on Application of Enforcement Proceeds
	 	 	9	 
	5. Allocation of Payments
	 	 	12	 
	6. Undertakings
	 	 	12	 
	7. Duration and Independence
	 	 	13	 
	8. Release (Sicherheitenfreigabe)
	 	 	13	 
	9. Power of Attorney
	 	 	14	 
	10. Delegation
	 	 	14	 
	11. Indemnity
	 	 	14	 
	12. No liability
	 	 	14	 
	13. Partial Invalidity; Waiver
	 	 	15	 
	14. Notices and their Language
	 	 	15	 
	15. Applicable Law; Jurisdiction
	 	 	17	 
	16. Amendments
	 	 	17	 
	17. Conclusion of the Agreement (Vertragsschluss)
	 	 	17	 
	Schedule 1 List of Original Borrowers, Original Guarantors and Original Senior
Secured Note Guarantors
	 	 	19	 
	Schedule 2 Copy of Land Register Extracts
	 	 	23	 
	Schedule 3 Existing Land Charges
	 	 	24	 
	Schedule 4 New Land Charge
	 	 	25	 
	Schedule 5 Submission Deed
	 	 	26	 
	Schedule 6 Form of Notice to Building Fire Insurance Provider
	 	 	27	 











 









 







This SECURITY PURPOSE AGREEMENT (the “Agreement”) is made on 5 November 2009



BETWEEN:





	(1)	 	Closure Systems International Deutschland Real Estate GmbH & Co. KG a limited partnership
(Kommanditgesellschaft) organised under the laws of the Federal Republic of Germany having its
business address at Mainzer Straße 185, 67547 Worms, Germany which is registered in the
commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz under HRA
11441 (the “Chargor 1”);






	(2)	 	SIG Combibloc GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung)
organised under the laws of the Federal Republic of Germany having its corporate seat in
Linnich, Germany and its business address at Rurstraße 58, 52441 Linnich, Germany, which is
registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of
Düren under HRB 5182 (the “Chargor 2”); and






	(3)	 	The Bank of New York Mellon, having its business address at 1 Wall Street, New York, N.Y.
10286, The United States of America, in its capacity as collateral agent under the First Lien
Intercreditor Agreement (as defined below) for the Secured Parties (as defined below) (the
“Collateral Agent”).




WHEREAS:





	(A)	 	Pursuant to a USD 1,155,000,000 and EUR 330,000,000 multi-currency term and revolving credit
agreement dated on or about 5 November 2009 between, inter alia, the parties listed in Part I
of Schedule 1 hereto as original borrowers (the “Original Borrowers”), the parties listed in
Part 2 of Schedule 1 hereto as original guarantors (the “Original Guarantors”), Credit
Suisse Cayman Island branch as administrative agent and The Bank of New York Mellon as
collateral agent and others (as amended, varied, novated, supplemented, superseded or extended
from time to time, the “Credit Agreement”), certain lenders (together the “Original Lenders”)
have agreed to grant certain facilities to the Original Borrowers and certain other entities
which may accede to the Credit Agreement as additional borrowers.






	(B)	 	Pursuant to a senior secured note indenture dated on or about 5 November 2009 between, inter
alia, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer
(Luxembourg) S.A as issuers (the “Issuers”), certain affiliates of the Issuers listed in
Part 3 of Schedule 1as original senior secured note guarantors (the “Original Senior
Secured Note Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal
paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented,
superseded or extended from time to time, the “Senior Secured Note Indenture”), the Issuers
will issue senior secured notes due 2016 in the aggregate principal amount of USD
1,125,000,000 (the “US Secured Notes”) and senior secured notes due 2016 in the aggregate
principal amount of EUR 450,000,000 (the “Euro Secured Notes” and together with the US Secured
Notes the “Senior Secured Notes”) to certain noteholders.






	(C)	 	Chargor 1 has agreed to grant the New Land Charge (as defined below) to the Collateral Agent,
Credit Suisse has agreed to assign Existing Land Charges (as defined below) to the Collateral
Agent and Chargor 2 has agreed to enter into the Deed of Submission (as defined below) in each
case as security for the Secured Parties’ (as




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	 	 	defined below) (or any of them) respective claims against the Grantors (as defined below) in
respect of the Obligations (as defined below).






	(D)	 	The security created by or pursuant to this Agreement is to be held and administered by the
Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien
intercreditor agreement dated on or about 5 November 2009 between, inter alia, the Collateral
Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined
below) and others (as amended, varied, novated, supplemented, superseded or extended from time
to time, the “First Lien Intercreditor Agreement”).






	(E)	 	Chargor 2 has entered into a security purpose agreement in relation to the Existing Land
Charges in connection with certain existing financing arrangements with Credit Suisse and
others (such security purpose agreement being the “Existing Security”). The Existing Security
will be released on or about the date hereof in accordance with the terms of a release
agreement between Chargor 2, Credit Suisse and others.




NOW IT IS HEREBY AGREED as follows:





	1.	 	DEFINITIONS AND LANGUAGE
	 
	1.1	 	Definitions






	 	 	In this Agreement:






	 	 	“Administrative Agent” means Credit Suisse Cayman Island branch, having its business address
at One Madison Avenue, New York, NY 10010, United States of America in its capacity as
administrative agent under the Credit Agreement and any successor appointed as
administrative agent under the Credit Agreement.






	 	 	“Assignment of Claims” has the meaning given to such term in sub-Clause 2.4.






	 	 	“Borrowers” means the Original Borrowers and any entity which may accede to the Credit
Agreement as an additional borrower and “Borrower” means any of them.






	 	 	“Cash Management Bank” shall mean Citibank NA, Banco Nacional De Mexico S.A., Citibank
International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG
& Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s
or the Administrative Agent’s affiliates (at the time the cash management services
arrangement is entered into) provided in each case it has become a party to, or by execution
of an additional bank secured party acknowledgment has agreed to be bound by the terms of,
the First Lien Intercreditor Agreement in its capacity as cash management bank.






	 	 	“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank
to provide any composite accounting or other cash pooling arrangements and netting,
overdraft protection and other arrangements with any bank arising under standard business
terms of such Cash Management Bank to a Grantor.






	 	 	“Credit Documents” shall mean the Loan Documents and the Senior Secured Note Documents.




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	 	 	“Default” means any Event of Default or any event or circumstance specified in Article VII
of the Credit Agreement and/or Section 6.01 of the Senior Secured Note Indenture which upon
notice, lapse of time or both constitute an Event of Default.






	 	 	“Encumbered Property” means the real property (Grundbesitz) encumbered by the Land Charges.






	 	 	“Enforcement Event” shall mean an Event of Default.






	 	 	“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement
and/or the Senior Secured Note Indenture.






	 	 	“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May
2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007 and
as amended and restated on or about the date hereof) between, inter alia, Beverage Packaging
Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings
Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings
(Luxembourg) III S.à r.l., Credit Suisse as security trustee and others.






	 	 	“Existing Land Charges” means the land charges each plus interest and additional benefits
(Nebenleistung) (if any) and including the personal liability (Übernahme der persönlichen
Haftung) assumed under, or in connection with, the notarial deed having created the
respective land charges as set out in Schedule 3 (Existing Land Charges) hereto.






	 	 	“Grantors” means the Loan Parties, the Issuers and the Senior Secured Note Guarantors and
any person that has granted a security interest to the Collateral Agent and/or the Secured
Parties in respect of the obligations of the Loan Parties, the Issuers and the Senior
Secured Note Guarantors under the Credit Documents and “Grantor” means any of them.






	 	 	“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed
as agent of the Grantors in accordance with the Principal Finance Documents.






	 	 	“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries
(Tochtergesellschaften).






	 	 	“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the
Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has
entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or
any exchange rate and/or commodity price risks provided it has become a party, or by
execution of an additional bank secured party acknowledgment has agreed to be bound by the
terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.






	 	 	“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating
to incremental facilities of up to USD 400,000,000 among, and in form and substance
reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more
Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to
which one or more Incremental




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	 	 	Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental
Revolving Credit Lenders make available Incremental Revolving Credit Commitments
respectively.






	 	 	“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving
Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class
as a result of an Incremental Revolving Credit Commitment.






	 	 	“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender,
established pursuant to the Credit Agreement, to make available certain revolving credit
loans to one or more Borrowers.






	 	 	“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.






	 	 	“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established
pursuant to the Credit Agreement, to make available certain term loans to one or more
Borrowers.






	 	 	“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture
trustee under the Senior Secured Note Indenture and any successor appointed as indenture
trustee under the Senior Secured Notes Indenture.






	 	 	“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing
Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or
modified from time to time.






	 	 	“Issuing Bank” means Credit Suisse or any other Lender or any affiliate of Credit Suisse or
any other Lender that issues letters of credit or bank guarantees under the Credit
Agreement.






	 	 	“Land Charges” means the Existing Land Charges, the New Land Charge and the Submission Deed.






	 	 	“Lenders” shall mean the Original Lenders and any entity which may become a lender under the
Credit Agreement in the future and “Lender” means any of them.






	 	 	“Loan Documents” shall mean the Credit Agreement, any borrowing subsidiary agreement and/or
guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank
guarantee relating to the Credit Agreement, any security documents relating to the Credit
Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each
Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any
agreement between a Grantor and a Cash Management Bank relating to Cash Management Services,
each Local Facility Agreement and any other document that may be entered into pursuant to
any of the foregoing in relation to the Credit Agreement.






	 	 	“Loan Parties” shall mean the Borrowers, the Original Guarantors and any entity which may
accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.






	 	 	“Local Facilities” means working capital facilities provided to a Grantor (other than
Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings




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	 	 	(Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à.r.l. and the
Borrowers) by a Local Facility Provider and “Local Facility” means any of them.






	 	 	“Local Facility Agreements” shall mean any agreement under which a Local Facility is made
available.






	 	 	“Local Facility Provider” means each of Deutsche Bank AG, Commerzbank Aktiengesellschaft,
Bank of America, N.A., HSBC Trinkaus & Burkhardt AG and Hong Kong and Shanghai Banking
Corporation Ltd., Thailand, provided in each case it has become a party to, or by execution
of an additional bank secured party acknowledgment has agreed to be bound by the terms of,
the First Lien Intercreditor Agreement in its capacity as local facility provider.






	 	 	“New Land Charge” means the land charge plus interest and additional benefits
(Nebenleistung) (if any) and including the personal liability (Übernahme der persönlichen
Haftung) assumed under, or in connection with, the notarial deed having created the land
charges as set out in Schedule 4 (New Land Charge) hereto.






	 	 	“Obligations” shall mean all present and future obligations and liabilities (whether actual
or contingent and whether owed jointly or severally or in any other capacity whatsoever) of
each Grantor to the Secured Parties (or any of them) under each or any of the Credit
Documents, together with all costs, charges and expenses incurred by any Secured Party in
connection with the protection, preservation or enforcement of its respective rights under
the Credit Documents or any other document evidencing or securing any such liabilities. The
Obligations shall further include any obligation based on unjust enrichment
(ungerechtfertigte Bereicherung) or tort (Delikt).






	 	 	“Principal Finance Documents” means the Credit Agreement, the Senior Secured Note Indenture
and the First Lien Intercreditor Agreement.






	 	 	“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon
the request of a Lender evidencing the amount of principal owed by such Borrower to such
Lender under the Credit Agreement.






	 	 	“Qualifying Institution” means a person or institution which is beneficially entitled to
interest payable to it in respect of an advance under a Credit Document or to any fees
payable thereunder and which:






	 	(a)	 	is German resident for German tax purposes; or
	 
	 	(b)	 	has a branch or a permanent establishment in Germany effectively connected with
that person’s or institution’s participation in such advance or fee; or
	 
	 	(c)	 	is (x) treated as resident (for the purposes of the relevant double taxation
agreement) in a jurisdiction having a double taxation agreement with the Federal
Republic of Germany giving exemption from any federal or local tax otherwise imposed by
the Federal Republic of Germany or any political subdivision thereof on all payments
hereunder or under the Credit Documents and is (y) not excluded from the benefit of
such exemption.






	 	 	“Secured Parties” shall mean the Lenders (in their capacity as lenders), the Local Facility
Providers, and the Cash Management Banks, the Hedge Counterparties, the Administrative
Agent, any Issuing Bank, the beneficiaries of each indemnification




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	 	 	obligation undertaken by any Grantor under any Credit Document, the Senior Secured Note
Holders, the Indenture Trustee and the Collateral Agent, provided that in all cases with
respect to the relevant party’s capacity as a lender and creditor of claims for repayments
of principal or interest or any other claim arising under any loan (Darlehen) in each case
the relevant party is a Qualifying Institution.






	 	 	“Senior Secured Note Documents” shall mean the Senior Secured Note Indenture, the Senior
Secured Note Guarantees, the Senior Secured Notes, the Intercreditor Arrangements, any
security document relating to the Senior Secured Notes and/or the Senior Secured Note
Indenture and any other document that may be entered into pursuant to any of the foregoing.






	 	 	“Senior Secured Note Guarantees” shall mean the guarantees of the obligations of the Issuers
under the Senior Secured Notes and the Senior Secured Note Indenture by the Senior Secured
Note Guarantors.






	 	 	“Senior Secured Note Guarantors” means the Original Senior Secured Note Guarantors and any
entity which may accede to the Senior Secured Note Indenture as additional guarantor.






	 	 	“Senior Secured Note Holders” shall mean the holders from time to time of the Senior Secured
Notes.






	 	 	“Submission Deed” means the notarial deed for the submission to immediate enforcement
(Zwangsvollstreckungsunterwerfung) as set out in Schedule 5 (Submission Deed) hereto.





1.2 Construction





	 	 	In this Agreement:






	 	(a)	 	Capitalised terms used in this Agreement (or in any notice given under this
Agreement) but not defined therein shall have the meanings ascribed thereto in the
First Lien Intercreditor Agreement; and
	 
	 	(b)	 	any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule”
shall, subject to any contrary indication, be construed as a reference to a Clause, a
sub-Clause or a Schedule in this Agreement.






	1.3	 	This Agreement is made in the English language. For the avoidance of doubt, the English
language version of this Agreement shall prevail over any translation of this Agreement.
However, where a German translation of a word or phrase appears in the text of this Agreement,
the German translation of such word or phrase shall prevail.






	2.	 	OBLIGATIONS






	2.1	 	The Land Charges plus interest and additional benefits (Nebenleistung) and the Assignment of
Claims are constituted in order to secure the prompt and complete satisfaction of the
Obligations.






	2.2	 	The Land Charges and the Assignment of Claims shall secure any future extension of the
Obligations and the Chargors herewith explicitly consent to any such extension or increase of
the Obligations.




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	2.3	 	If there are other land charges or mortgages (Grundschulden, Hypotheken) on the Encumbered
Property ranking in priority or equal to the Land Charges each Chargor hereby assigns to the
Collateral Agent all claims it has to reassignment of such prior and/or equal ranking land
charges or mortgages, including any part thereof, together with interest and ancillary rights,
the right to be issued a consent of deletion (Löschungsbewilligung), a declaration of waiver
(Verzichtserklärung) and/or a declaration of non-valuation (Nicht-Valutierungserklärung) as
well as all claims to payment of any excess proceeds (Übererlöse) in the event such land
charge or mortgage is realized (including all claims to current account balances
(Saldoforderungen) arising from inclusion of such excess proceeds in a current account
arrangement (Kontokorrentvereinbarung)). If the right to the reassignment of the prior and/or
equal ranking land charges or mortgages have already been assigned to another person, the
right to the reassignment of these rights is hereby assigned. If any return claim
(Rückgewährungsanspruch) of a prior or equal ranking land charge and/or mortgage has been
assigned to a third party, each Chargor hereby assigns the claim of reassignment to the
Collateral Agent. Each Chargor shall promptly notify the Collateral Agent after claims
specified in this Clause 2.3 have arisen and the Collateral Agent shall be entitled to
notify the debtors of the rights under this Clause 2.3.






	2.4	 	In relation to certificated land charges and mortgages (Briefgrundschulden, Hypotheken), the
right to be provided with the certificate and the right to present such certificate at the
land registry in order to create part certificates (Teilgrund-schuldbriefe) shall also be
assigned to the Collateral Agent.






	 	 	(the assignments mentioned in sub-Clause 2.3 and sub-Clause 2.4 above are together referred
to as the “Assignment of Claims”.)






	2.5	 	The Collateral Agent hereby accepts the Assignment of Claims.






	2.6	 	The Assignment of Claims is made with the proviso that each prior or pari passu ranking land
charge transferred or to be transferred to the Collateral Agent upon maturity of any
restitution claim assigned to the Collateral Agent shall serve as security for, and may be
enforced to satisfy, the Obligations in addition to and without limitation to the amount
(Grundschuldbetrag) of the Land Charges. In respect of such additional land charges, the
provisions of this Agreement shall apply correspondingly.






	2.7	 	The Collateral Agent is entitled to give notice of the Assignment of Claims to the relevant
third party obligors in any way it deems appropriate, including by sending a copy of this
Agreement. The Collateral Agent is also entitled to obtain information from the beneficiaries
of any prior or pari passu ranking land charges with respect to the claims secured by such
land charges.






	2.8	 	Upon the reasonable request of the Collateral Agent, each Chargor shall make all declarations
which are necessary in order to enforce the Assignment of Claims. The Collateral Agent shall
be entitled to obtain information from the beneficiaries of the prior ranking and equal
ranking land charges and mortgages with respect to the claims that such beneficiaries have
secured against these land charges and mortgages.






	2.9	 	All amounts from time to time received by the Collateral Agent from the Chargors (if any)
shall be applied towards the Obligations in accordance with the First Lien




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	 	 	Intercreditor Agreement and the Credit Documents and shall not reduce the nominal amount of
the Land Charges unless any of the Chargors in an individual case legitimately makes payment
on the relevant Land Charges.






	3.	 	REALISATION OF LAND CHARGES AND RECOURSE OF PERSONAL LIABILITY






	3.1	 	In addition to any termination right arising under the laws of the Federal Republic of
Germany, the Collateral Agent is entitled to terminate (kündigen) the Land Charges (or any of
them) (in particular any land charge that is not already due for payment) upon the occurrence
of a Default. For the avoidance of doubt, if the Collateral Agent after terminating the Land
Charges refrains from enforcing such Land Charges (e.g. because the respective Default has
been remedied or waived at any time after the declaration of termination), the Collateral
Agent is entitled to enforce such Land Charge without any further declaration of termination
provided that the Land Charges can only be enforced if the requirements set out in sub-Clause
3.2 below are met.






	3.2	 	If (i) an Enforcement Event has occurred and is continuing and (ii) any of the Obligations is
due and payable and unpaid, the Collateral Agent may realise any or all of the Land Charges by
way of public auction (Zwangsversteigerung) or forced administration (Zwangsverwaltung).






	3.3	 	If the requirements for enforcement referred to under Clause 3.2 have been met, the
Collateral Agent may also realise the Land Charges by way of a private sale (freihändiger
Verkauf). For the avoidance of doubt, the Collateral Agent may only enforce any land charge
granted after 19 August 2008 (or any part thereof) by way of public auction or forced
administration in accordance with the mandatory requirements of Section 1193 of the German
Civil Code (Bürgerliches Gesetzbuch). If the Collateral Agent decides in its free discretion
to enforce the Land Charges by way of private sale, it may only sell the relevant Land Charge
together with and in an amount which is adequate in proportion to the claims secured thereby.






	3.4	 	The Collateral Agent will notify the relevant Chargor at least five (5) business days prior
to the commencement of any enforcement measures (Zwangsvollstreckungsmaßnahmen). The same
applies in case of a private sale in relation to the Land Charges as referred to in Clause
3.3 above. No such notice shall be required if (i) the relevant Chargor has generally ceased
to make payments, or (ii) an application for the institution of insolvency proceedings is
filed by or against the relevant Chargor or (iii) the Collateral Agent has reasonable grounds
to believe that observance of the notice period would adversely affect the legitimate
interests (berechtigte Interessen) of the Collateral Agent.






	3.5	 	If the Collateral Agent should seek to realise the Land Charges (or any part thereof) in
accordance with the provisions of this Agreement, each Chargor shall, at its own expense,
render forthwith all necessary assistance in order to facilitate the prompt realisation of the
Land Charges (or any part thereof) and/or the exercise by the Collateral Agent of any other
right it may have in relation to the Land Charges.






	3.6	 	The Collateral Agent may, in its sole discretion, determine which of several security
interests (created under this or other security agreements) shall be used to satisfy the
Obligations.




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	3.7	 	Given the non-accessory nature of this security, the Chargors have no defences of revocation
and set-off and no defences based on defences any Grantor might have against the Obligations.
The Collateral Agent is not required to proceed against or enforce any other rights or
security before enforcing the security created hereunder.






	3.8	 	No Chargor shall at any time before, on or after an enforcement of the security created
hereunder and as a result of the relevant Chargor entering into this Agreement, be entitled to
demand indemnification or compensation from any other Grantor or to assign any of these
claims.






	4.	 	LIMITATION ON APPLICATION OF ENFORCEMENT PROCEEDS






	4.1	 	The Collateral Agent shall be entitled to apply proceeds of an enforcement of the Land
Charges towards satisfaction of the Obligations without limitation in respect of:






	 	(a)	 	all and any amounts which are owed under the Credit Documents by the relevant
Chargor itself or by any of its subsidiaries; and
	 
	 	(b)	 	all and any amounts which correspond to funds that have been borrowed or
otherwise raised under the Credit Documents, in each case to the extent borrowed,
on-lent or otherwise passed on to, or issued for the benefit of, the relevant Chargor
or any of its subsidiaries, or for the benefit of any of their creditors and in each
case not repaid and outstanding from time to time






	 	 	(in aggregate, the “Unlimited Enforcement Amount”).






	4.2	 	Besides an application of proceeds from an enforcement of the Land Charges towards
satisfaction of the Obligations in respect of the Unlimited Enforcement Amount applicable to
the relevant Chargor pursuant to Clause 4.1 above, the Collateral Agent shall not be
entitled to apply proceeds of an enforcement of the Land Charges towards satisfaction of the
Obligations but shall return to the relevant Chargor proceeds of an enforcement of the Land
Charges if and to the extent that:






	 	(a)	 	the relevant Land Charges secures the obligations of a Grantor which is (x) a
shareholder of the relevant Chargor or (y) an affiliated company (verbundenes
Unternehmen) within the meaning of section 15 of the German Stock Corporation Act
(Aktiengesetz) of a shareholder of the relevant Chargor (other than the relevant
Chargor and its subsidiaries); and
	 
	 	(b)	 	the application of proceeds of an enforcement of the relevant Land Charges
towards the Obligations would have the effect of (x) reducing the relevant Chargor’s
(or, in case of Chargor 1 its general partner’s (Komplementär)) net assets
(Reinvermögen) (the “Net Assets”) to an amount of less than the relevant Chargor’s (or,
in case of Chargor 1, its general partner’s (Komplementär)) stated share capital
(Stammkapital) or, if the Net Assets are already an amount of less than the relevant
Chargor’s (or, in case of Chargor 1, its general partner’s (Komplementär)) stated share
capital, of causing such amount to be further reduced and (y) would thereby affect the
assets required for the obligatory preservation of the relevant Chargor’s (or, in case
of Chargor 1 its general partner’s (Komplementär)) stated share capital (Stammkapital)
according to section 30, 31 German Limited Liability Companies Act (Gesetz betreffend
die Gesellschaften mit beschränkter Haftung) provided that the




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	 	 	 	amount of the stated share capital to be taken into consideration shall be the
amount registered in the commercial register at the date hereof, and any increase of
the stated share capital registered after the date of this Agreement shall only be
taken into account if such increase has been effected with the prior written consent
of the Administrative Agent.






	4.3	 	The Net Assets shall be calculated as an amount equal to the sum of the values of the
relevant Chargor’s (or, in case of Chargor 1 its general partner’s (Komplementär)) assets
(consisting of all assets which correspond to the items set forth in section 266
sub-section(2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate
amount of the relevant Chargor’s (or, in case of Chargor 1 its general partner’s
(Komplementär)) liabilities (consisting of all liabilities and liability reserves which
correspond to the items set forth in section 266 sub-section(3) B, C and D of the German
Commercial Code), save that:






	 	(a)	 	any asset that is shown in the balance sheet with a book value (Buchwert) that
is significantly lower than the market value of such asset and that is not necessary
for the relevant Chargor’s (or, in case of Chargor 1 its general partner’s
(Komplementär)) business (nicht betriebsnotwendig) shall be taken into account with its
market value;
	 
	 	(b)	 	obligations under loans provided to the relevant Chargor (or, in case of
Chargor 1 its general partner (Komplementär)) by any member of the Group or any other
affiliated company shall not be taken into account as liabilities as far as such loans
are subordinated by law or by contract at least to the claims of the unsubordinated
creditors of the relevant Chargor (or, in case of Chargor 1 its general partner
(Komplementär)); and
	 
	 	(c)	 	obligations under loans or other contractual liabilities incurred by the
relevant Chargor and/or in case of Chargor 1 its general partner (Komplementär) in
violation of the provisions of the Credit Documents shall not be taken into account as
liabilities.






	 	 	The Net Assets shall be determined in accordance with the generally accepted accounting
principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung)
and be based on the same principles that were applied by the relevant Chargor (or, in case
of Chargor 1 its general partner (Komplementär)) in the preparation of its most recent
annual balance sheet (Jahresbilanz).






	 	 	It being understood that the assets of the relevant Chargor (or, in case of Chargor 1 its
general partner (Komplementär)) will be assessed at liquidation values (Liquidationswerte)
if the managing directors of the relevant Chargor (or, in case of Chargor 1 its general
partner (Komplementär)) at the time they prepare the Management Determination (as defined
below) are, due to factual or legal circumstances at that time, in their opinion not able to
make a positive prognosis as to whether the business of the relevant Chargor (or, in case of
Chargor 1 its general partner (Komplementär)) can carry on as a going concern (positive
Fortführungsprognose), in particular when the security created under this Agreement is
enforced.




- 10 -









 












	4.4	 	The limitations set out in Clause 4.2 above shall only apply if and to the extent that:






	 	(a)	 	without undue delay, but not later than within 5 business days, after receipt
of a notification by the Collateral Agent of its intention to enforce the Land Charges
by the relevant Chargor (the “Notice”), the relevant Chargor has confirmed in writing
to the Collateral Agent (x) to what extent the Land Charges are up-stream or
cross-stream security as described in Clause 4.2 above and (y) which amount of
proceeds of an enforcement of the Land Charges attributable to the enforcement of such
up-stream or cross-stream security cannot be applied towards satisfaction of the
Obligations but would have to be returned to the relevant Chargor as it would otherwise
cause the Net Assets of the relevant Chargor (or, in case of Chargor 1 its general
partner (Komplementär)) to fall below its (or, in case of Chargor 1 its general
partner’s (Komplementär)) stated share capital (taking into account the adjustments set
out in Clause 4.3 above) and such confirmation is supported by evidence reasonably
satisfactory to the Collateral Agent (the “Management Determination”) and the
Collateral Agent has not contested this and argued that no or a lesser amount would be
necessary to maintain the relevant Chargor’s (or, in case of Chargor 1 its general
partner’s (Komplementär)) stated share capital; or
	 
	 	(b)	 	within 20 business days from the date the Collateral Agent has contested the
Management Determination, the Collateral Agent receives from the relevant Chargor an up
to date balance sheet prepared by a firm of auditors of international standard and
reputation (the “Determining Auditors”) which shows the value of the relevant Chargor’s
(or, in case of Chargor 1 its general partner’s (Komplementär)) Net Assets (the
“Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles
set out in Clause 4.3 above, provided that the final sentence of Clause 4.3 above
shall not apply unless the Determining Auditors have in an independent assessment
determined that the assets of the relevant Chargor (or, in case of Chargor 1 its
general partner (Komplementär)) should be evaluated at liquidation values
(Liquidationswerte) in accordance with generally accepted accounting principles
applicable from time to time in Germany (Grundsätze ordnungsgemäßer Buchführung) and
shall contain further information (in reasonable detail) relating to items to be
adjusted pursuant to Clause 4.3 above. If the relevant Chargor fails to deliver a
Balance Sheet within the aforementioned time period, the Collateral Agent shall be
entitled to apply the proceeds of an enforcement of the Land Charges towards
satisfaction of the Obligations irrespective of the limitations set out in Clause 4.2
above.






	4.5	 	If the Collateral Agent disagrees with the Balance Sheet it shall be entitled to apply
proceeds of an enforcement of the Land Charges in satisfaction of the Obligations up to an
amount which, according to the Balance Sheet, can be applied in satisfaction of the
Obligations in compliance with the limitations set out in Clause 4.2 above. In relation to
any additional amounts for which the relevant Chargor is liable under this Agreement, the
Collateral Agent shall be entitled to further pursue the claims of the Secured Parties (if
any) and the relevant Chargor shall be entitled to prove that this amount is necessary for
maintaining its (or, in case of Chargor 1 its general partner’s (Komplementär)) stated share
capital (calculated as of the date the Collateral Agent has given notice that they intend to
enforce the security created under this Agreement).




- 11 -









 












	4.6	 	No reduction of the amount enforceable or applicable towards satisfaction of the Obligations
under this Clause 4 will prejudice the right of the Collateral Agent to continue enforcing
the Land Charges (subject always to the operation of the limitations set out above at the time
of such enforcement) until full satisfaction to the claims secured.






	5.	 	ALLOCATION OF PAYMENTS






	 	 	The proceeds of the foreclosure or any other way of realisation of the Land Charges and any
payments made by the Chargors shall be applied by the Collateral Agent in accordance with
the First Lien Intercreditor Agreement in order to satisfy any outstanding Obligations.






	6.	 	UNDERTAKINGS






	6.1	 	Unless otherwise permitted by or agreed under the Principal Finance Documents, during the
term of this Agreement, each Chargor undertakes to the Collateral Agent:






	 	(a)	 	to promptly notify the Collateral Agent of (i) any change in the Encumbered
Property of which it is or becomes aware which may reasonably be expected to affect the
legality, validity or binding effect of this Agreement or the relevant Land Charges,
(ii) any encumbrance on or attachment of the Encumbered Property or (iii) of any other
action which would materially adversely affect or jeopardise the rights of the
Collateral Agent under this Agreement;
	 
	 	(b)	 	to furnish the Collateral Agent promptly upon request with such other
information as the Collateral Agent considers, in its reasonable judgment as necessary
for the assessment, perfection and/or enforcement of the Land Charges and the other
security rights created thereunder;
	 
	 	(c)	 	to cancel or cause to be cancelled each hereditary building right in favour of
the owner (Eigentümererbbaurecht) or land charge in favour of the owner
(Eigentümergrundschuld) or other right in rem in favour of the owner registered in
Section 2 or Section 3 (Abteilung II oder Abteilung III) of the relevant land registers
(Grundbücher) pertaining to the Encumbered Property, such rights existing or coming
into existence during the term of this Agreement;






	6.2	 	to inform the Collateral Agent without undue delay of all existing building fire insurances
(Gebäudefeuerversicherung) and of any new building fire insurances taken out in the future for
the Encumbered Property; the Collateral Agent is hereby authorised to notify the respective
insurers of the Land Charges substantially in the form set out in Schedule 6 (Form of Notice
to Building Fire Insurance Provider).






	6.3	 	to inform the Collateral Agent without undue delay in writing of any attachment
(Beschlagnahme) in respect of any of the Encumbered Properties or part thereof and any third
parties bringing claims in respect of any of the Encumbered Properties or part thereof or any
other measures, in each case which would impair or jeopardize the Collateral Agent’s rights
relating to any of the Encumbered Properties or materially impair their value, such notice to
be accompanied by any documents the Collateral Agent might need to preserve its rights in
relation to the Encumbered Properties. In the event of an attachment, the Chargors undertake
to forward to the Collateral Agent without undue delay a copy of the public auction or forced
administration order




- 12 -









 






	 	 	(Beschluss über die Anordnung der Zwangsversteigerung oder Zwangsverwaltung) and all other
documents necessary or expedient to enable the Security Trustee to preserve its rights in
relation to the Encumbered Properties. The Chargors shall inform the attaching creditor of
the Collateral Agent’s security interests without undue delay; and






	6.4	 	upon request of the Collateral Agent (acting reasonably), to assist with and consent to any
legally permitted divisions of any of the Land Charges, any rank which the Collateral Agent
may assign to the resulting Land Charges and to the allocation of any Land Charge to certain
Encumbered Properties, any transformation of a registered Land Charge (Buchgrundschuld) into a
certificated Land Charge (Briefgrundschuld) (and vice versa) or any transformation of a Land
Charge into a mortgage (Hypothek) (and vice versa) and to do all acts and make all
declarations related thereto provided that the Collateral Agent has a legitimate interest to
require such actions.






	7.	 	DURATION AND INDEPENDENCE






	7.1	 	This Agreement shall remain in full force and effect until complete and irrevocable
satisfaction of the Obligations. The security created hereunder shall not cease to exist, if
the Chargors have only temporarily discharged the Obligations.






	7.2	 	This Agreement shall create a continuing security and no change, amendment, or supplement
whatsoever in the Credit Documents or in any document or agreement relating to any of the
Credit Documents shall affect the validity or the scope of this Agreement nor the obligations
which are imposed on the Chargors pursuant to it.






	7.3	 	This Agreement is independent from any other security or guarantee which may have been or
will be given to the Secured Parties or the Collateral Agent. None of such other security
shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.






	7.4	 	Waiving Section 418 of the German Civil Code (applied by analogy), each Chargor hereby agrees
that the security created hereunder shall not be affected by any transfer or assumption of the
Obligations to, or by, any third party.






	8.	 	RELEASE (SICHERHEITENFREIGABE)






	8.1	 	Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as
instructed in accordance with the First Lien Intercreditor Agreement) will as soon as
reasonably practicable at the cost and expense of the Chargors release the Land Charges, plus
interest and additional benefits (Nebenleistungen) (if any), as well as any other rights
transferred under the Assignment of Claims (as relevant) and surrender the excess proceeds, if
any, resulting from any enforcement or realisation of any Land Charge. The Collateral Agent
will, however, transfer any Land Charge and the other rights referred to in the sentence above
to a third person if so required by law.






	8.2	 	At any time when the total value of the aggregate security granted by the Chargors and the
other Grantors to secure the Obligations (the “Security”) which can be expected to be realised
in the event of an enforcement of the Security (realisierbarer Wert) exceeds 110% of the
Obligations (the “Limit”) not only temporarily, the Collateral Agent shall on demand of the
Chargors release such part of the Security (Sicherheitenfreigabe) as the Collateral Agent may
in its reasonable discretion (as




- 13 -









 






	 	 	instructed in accordance with the First Lien Intercreditor Agreement) determine so as to
reduce the realisable value of the Security to the Limit.






	8.3	 	The Collateral Agent (as instructed in accordance with the First Lien Intercreditor
Agreement) will as soon as reasonably practicable declare in writing the release and
assignment of the Land Charges to the Chargors in accordance with, and to the extent required
by, the Intercreditor Arrangements.






	9.	 	POWER OF ATTORNEY






	 	 	Each Chargor, by way of security for its obligations under this Agreement, irrevocably
appoints the Collateral Agent to be its attorney (Stellvertreter) to do anything which the
relevant Chargor is required to do under this Agreement but has failed to do (and the
Collateral Agent may delegate that power on such terms as it sees fit). For this purpose
each Chargor relieves the Collateral Agent from the restrictions set out in Section 181 of
the German Civil Code. The Collateral Agent shall only make use of this authorisation in
respect of any obligation of the relevant Chargor under this Agreement which is required for
the creation, perfection and enforcement of the security interest created hereunder and
under the Land Charges, if the relevant Chargor has not complied with the obligations
imposed on that Chargor within 10 business days of being notified of such failure to comply
(with a copy of such notice being sent to Reynolds Group Holdings Limited) and being
requested to comply or if an Enforcement Event has occurred and is continuing. The
Collateral Agent shall not be obliged to exercise the powers conferred upon it by the
Chargors under this Clause 9 unless and until it shall have been (i) instructed to do so
in accordance with the Principal Finance Documents and (ii) indemnified and/or secured
and/or prefunded to its satisfaction.






	10.	 	DELEGATION






	 	 	The Collateral Agent shall have full power to delegate (either generally or specifically)
the powers, authorities and discretions conferred on it by this Agreement (including the
power of attorney in Clause 9) on such terms and conditions as it shall see fit. The
Collateral Agent shall only remain liable for diligently selecting and providing initial
instructions to such delegate.






	11.	 	INDEMNITY






	 	 	To the extent set out in the First Lien Intercreditor Credit Agreement, the Chargors shall,
notwithstanding any release or discharge of all or any part of the security, indemnify the
Collateral Agent, its agents its attorneys and any delegate against any action, proceeding,
claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it
may sustain as a consequence of any breach by the Chargors of the provisions of this
Agreement, the exercise or purported exercise of any of the rights and powers conferred on
them by this Agreement or otherwise relating to the Land Charges.






	12.	 	NO LIABILITY






	 	 	Except to the extent provided in the Principal Finance Documents, none of the Collateral
Agent, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any
action permitted by this Agreement or (b) any neglect or default in




- 14 -









 






	 	 	connection with the assets and rights subject to the security interest created hereunder,
save in respect of any loss or damage which is suffered as a result of wilful misconduct
(Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Collateral Agent, its nominee(s)
or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the
security interest created hereunder.






	13.	 	PARTIAL INVALIDITY; WAIVER






	13.1	 	If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or
unenforceable in any respect under the law of any jurisdiction, such provision shall, as to
such jurisdiction, be ineffective to the extent necessary without affecting or impairing the
validity, legality and enforceability of the remaining provisions hereof or of such provisions
in any other jurisdiction. The invalid, illegal, or unenforceable provision shall be deemed
replaced with a valid, legal or enforceable provision which comes as close as possible to the
original intent of the parties and the invalid, illegal or unenforceable provision. Should a
gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or
impairing the validity, legality and enforceability of the remaining provisions hereof, be
deemed to be filled with such provision as comes as close as possible to the original intent
of the parties.






	13.2	 	No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent, any
right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise thereof or the exercise
of any other right or remedy. The rights and remedies provided hereunder are cumulative and
not exclusive of any rights or remedies provided by law.






	14.	 	NOTICES AND THEIR LANGUAGE






	14.1	 	All notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent
by fax, as follows:





	 	 	 	 	 

	For Chargor 1:

	 	Closure Systems
International
Deutschland Real
Estate GmbH & Co.
KG
	 
	 	 	 	 
	 

	 	Address:
	 	Mainzer Straße 185
	 

	 	 	 	67547 Worms
	 

	 	 	 	Germany
	 
	 	 	 	 
	 

	 	Telephone:
	 	+49 6241 400 10
	 
	 	 	 	 
	 

	 	Fax:
	 	+49 6241 400 187
	 
	 	 	 	 
	 

	 	Attention:
	 	Managing directors

(Geschäftsführung)






- 15 -









 






	 	 	 	 	 
	For Chargor 2:

	 	SIG Combibloc GmbH
	 
	 	 	 	 
	 

	 	Address:
	 	Rurstraße 58,
	 

	 	 	 	52441 Linnich
	 

	 	 	 	Germany
	 
	 	 	 	 
	 

	 	Telephone:
	 	+49 2462 79 0
	 
	 	 	 	 
	 

	 	Fax:
	 	+49 2462 79 2519
	 
	 	 	 	 
	 

	 	Attention:
	 	Managing directors

(Geschäftsführung)
	 
	 	 	 	 
	With a copy of each
notice to the Chargors:
	 	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	c/o Rank Group Limited
	 

	 	 	 	Level 9
	 

	 	 	 	148 Quay Street
	 

	 	 	 	PO Box 3515
	 

	 	 	 	Auckland 1140
	 

	 	 	 	New Zealand
	 
	 	 	 	 
	 

	 	Telephone:
	 	+649 3666 259
	 
	 	 	 	 
	 

	 	Fax:
	 	+649 3666 263
	 
	 	 	 	 
	 

	 	Attention:
	 	Helen Golding
	 
	 	 	 	 
	For the Collateral Agent:

	 	The Bank of New
York Mellon
	 
	 	 	 	 
	 

	 	Address:
	 	101 Barclay Street, 4E
	 

	 	 	 	New York, N.Y. 10286
	 

	 	 	 	United States of America
	 
	 	 	 	 
	 

	 	Telephone:
	 	+212 298 1528
	 
	 	 	 	 
	 

	 	Fax:
	 	+212 8155366
	 
	 	 	 	 
	 

	 	Attention:
	 	International Corporate Trust






- 16 -









 






	14.2	 	Any party hereto may change its address or fax number for notices and other communications
hereunder by notice to the other parties hereto. As agreed to in writing in accordance with
the First Lien Intercreditor Agreement, notices and other communications hereunder may also be
delivered by e-mail to the e-mail address of a representative of the applicable party to this
Agreement provided from time to time by such party.
	 
	14.3	 	All notices and other communications given to any party in connection with this Agreement in
accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung)
received on the date sent (if a business day) and on the next business day thereafter (in all
other cases) if delivered by hand or overnight courier service or sent by fax or on the date
five business days after dispatch by certified or registered mail if mailed, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this Clause 14 or
in accordance with the latest unrevoked direction from such party given in accordance with
this Clause 14.
	 
	14.4	 	Any notice or other communication under or in connection with this Agreement shall be in the
English language or, if in any other language, accompanied by a translation into English. In
the event of any conflict between the English text and the text in any other language, the
English text shall prevail.
	 
	15.	 	APPLICABLE LAW; JURISDICTION
	 
	15.1	 	This Agreement is governed by the laws of the Federal Republic of Germany.
	 
	15.2	 	The place of jurisdiction for any and all disputes arising under or in connection with this
Agreement shall be the district court (Landgericht) in Frankfurt am Main. The Collateral Agent
however, shall also be entitled to take action against the Chargors in any other court of
competent jurisdiction. Further, the taking of proceedings against the Chargors in any one or
more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction
(whether concurrently or not) if and to the extent permitted by applicable law.
	 
	16.	 	AMENDMENTS
	 
	 	 	Changes and amendments to this Agreement including this Clause 16 shall be made in
writing, unless notarial form by operation of law is required.
	 
	17.	 	CONCLUSION OF THE AGREEMENT (VERTRAGSSCHLUSS)
	 
	17.1	 	The parties to this Agreement may choose to conclude this Agreement by an exchange of signed
signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung)
by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.
	 
	17.2	 	If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause
17.1 above, they will transmit the signed signature page(s) of this Agreement to the
attention of Corinna May or Philipp Kropatscheck (Philipp.Kropatscheck@cliffordchance.com or
Corinna.May@cliffordchance.com, fax: +49 69 7199 4000) (each a “Recipient”). The Agreement
will be considered concluded once any of the Recipients has actually received the signed
signature page(s)




- 17 -









 








	 	 	(Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the
receipt of the last outstanding signature page(s).






	17.3	 	For the purposes of this Clause 17 only, the parties to this Agreement appoint each
Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten)
each Recipient to collect the signed signature page(s) from all and for all parties to this
Agreement. For the avoidance of doubt, each Recipient will have no further duties connected
with its position as Recipient. In particular, each Recipient may assume the conformity to the
authentic original(s) of the signature page(s) transmitted to it by means of
telecommunication, the genuineness of all signatures on the original signature page(s) and the
signing authority of the signatories.




- 18 -









 






SCHEDULE 1

LIST OF ORIGINAL BORROWERS, ORIGINAL GUARANTORS AND ORIGINAL SENIOR SECURED NOTE GUARANTORS




PART 1 — The Original Borrowers



SIG Euro Holding AG & Co. KGaA



Closure Systems International Holding Inc.



Closure Systems International B.V.



SIG Austria Holding GmbH



Reynolds Consumer Products Holdings Inc.



Reynolds Group Holdings Inc.




PART 2— The Original Guarantors



SIG Euro Holding AG & Co. KGaA (Germany)



SIG Beverages Germany GmbH (Germany)



SIG Combibloc Holding GmbH (Germany)



SIG Vietnam Beteiligungs GmbH (Germany)



SIG Combibloc GmbH (Germany)



SIG Combibloc Systems GmbH (Germany)



SIG Combibloc Zerspanungstechnik GmbH (Germany)



SIG Information Technology GmbH (Germany)



SIG International Services GmbH (Germany)



Beverage Packaging Holdings (Luxembourg) I S.A. (Luxembourg)



Beverage Packaging Holdings (Luxembourg) III S.à r.l. (Luxembourg)



SIG Finance (Luxembourg) S.à.r.l. (Luxembourg)



Reynolds Group Holdings Limited (New Zealand)



SIG Combibloc Group AG (Switzerland)



SIG Finanz AG (Switzerland)



SIG Technology AG (Switzerland)







- 19 -









 







SIG allCap AG (Switzerland)



SIG Combibloc (Schweiz) AG (Switzerland)



SIG Schweizerische Industrie-Gesellschaft AG (Switzerland)



SIG Holding USA Inc. (USA)



SIG Combibloc Inc. (USA)



Reynolds Group Holdings Inc. (USA)



Reynolds Group Issuer Inc. (USA)



Reynolds Group Issuer LLC (USA)



Closure Systems International Holdings (Germany) GmbH (Germany)



Closure Systems International Deutschland GmbH (Germany)



Closure Systems International Deutschland Real Estate GmbH & Co KG (Germany)



Closure Systems International (Luxembourg) S.à r.l. (Luxembourg)



Reynolds Consumer Products (Luxembourg) S.à r.l. (Luxembourg)



Reynolds Group Issuer (Luxembourg) S.A. (Luxembourg)



Closure Systems International B.V. (The Netherlands)



Reynolds Consumer Products International B.V. (The Netherlands)



Closure Systems International Holdings Inc. (Delaware, USA)



Closure Systems International Inc. (Delaware, USA)



Reynolds Packaging Machinery Inc. (Delaware, USA)



Closure Systems Mexico Holdings LLC (Delaware, USA)



CSI Mexico LLC (Delaware, USA)



Southern Plastics, Inc. (Louisiana, USA)



CSI Sales & Technical Services Inc. (Delaware, USA)



Reynolds Consumer Products Holdings Inc. (Delaware, USA)



Bakers Choice Products, Inc. (Delaware, USA)



Reynolds Consumer Products Inc. (Delaware, USA)



Reynolds Foil Inc. (Delaware, USA)



Reynolds Services Inc. (Delaware, USA)







- 20 -









 








PART 3 — ORIGINAL NOTES GUARANTORS



SIG Euro Holding AG & Co. KGaA (Germany)



SIG Beverages Germany GmbH (Germany)



SIG Combibloc Holding GmbH (Germany)



SIG Vietnam Beteiligungs GmbH (Germany)



SIG Combibloc GmbH (Germany)



SIG Combibloc Systems GmbH (Germany)



SIG Combibloc Zerspanungstechnik GmbH (Germany)



SIG Information Technology GmbH (Germany)



SIG International Services GmbH (Germany)



Beverage Packaging Holdings (Luxembourg) I S.A. (Luxembourg)



Beverage Packaging Holdings (Luxembourg) III S.à r.l. (Luxembourg)



SIG Finance (Luxembourg) S.à.r.l. (Luxembourg)



Reynolds Group Holdings Limited (New Zealand)



SIG Combibloc Group AG (Switzerland)



SIG Finanz AG (Switzerland)



SIG Technology AG (Switzerland)



SIG allCap AG (Switzerland)



SIG Combibloc (Schweiz) AG (Switzerland)



SIG Schweizerische Industrie-Gesellschaft AG (Switzerland)



SIG Holding USA Inc. (USA)



SIG Combibloc Inc. (USA)



Reynolds Group Holdings Inc. (USA)



Closure Systems International Holdings (Germany) GmbH (Germany)



Closure Systems International Deutschland GmbH (Germany)



Closure Systems International Deutschland Real Estate GmbH & Co KG (Germany)







- 21 -









 







Closure Systems International (Luxembourg) S.à r.l. (Luxembourg)



Reynolds Consumer Products (Luxembourg) S.à r.l. (Luxembourg)



Closure Systems International B.V. (The Netherlands)



Reynolds Consumer Products International B.V. (The Netherlands)



Closure Systems International Holdings Inc. (Delaware, USA)



Closure Systems International Inc. (Delaware, USA)



Reynolds Packaging Machinery Inc. (Delaware, USA)



Closure Systems Mexico Holdings LLC (Delaware, USA)



CSI Mexico LLC (Delaware, USA)



Southern Plastics, Inc. (Louisiana, USA)



CSI Sales & Technical Services Inc. (Delaware, USA)



Reynolds Consumer Products Holdings Inc. (Delaware, USA)



Bakers Choice Products, Inc. (Delaware, USA)



Reynolds Consumer Products Inc. (Delaware, USA)



Reynolds Foil Inc. (Delaware, USA)



Reynolds Services Inc. (Delaware, USA)





- 22 -











 





SCHEDULE 2

COPY OF LAND REGISTER EXTRACTS







- 23 -









 








SCHEDULE 3

EXISTING LAND CHARGES






- 24 -









 








SCHEDULE 4

NEW LAND CHARGE






- 25 -









 








SCHEDULE 5

SUBMISSION DEED








- 26 -









 








SCHEDULE 6

FORM OF NOTICE TO BUILDING FIRE INSURANCE PROVIDER




	 	 	 	 	 	 	 

	 	 	Interne Angabe der Bank/Ablagehinweise
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
 	 	 
	Grundstücksbelastung
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Anmeldung und Versicherungsbestätigung
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	     Versicherer (Name und Anschrift)	 	Versicherungsnehmer (Name und Anschrift)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 
	 	 	Versicherungsgrundstück (nur angeben, wenn abweichend von o.a. Anschrift)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 
	 	 	eingetragen beim Amtsgericht in
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 
	 

	 	von
	 	Band
	 	Blatt
	 

	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 	Versicherungsschein-Nummer der Feuerversicherung
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 
	 	 	Grundstückseigentümer (wenn abweichend vom Versicherungs-nehmer)
	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Anmeldung des Kreditinstituts

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	Das oben benannte Grundstück ist zu unseren Gunsten mit einem Grundpfandrecht belastet. Wir melden dieses Grundpfandrecht hier-mit an und bitten um
Bestätigung unserer Anmeldung sowie um Auskunft über Art und Höhe der Feuerversicherung.
	 
	 	 	 	 	 	 
	 	 	Datum und Unterschrift des Kreditinstituts
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 





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Bestätigung des Versicherers



Wir haben zur Kenntnis genommen, dass das oben benannte Grundstück mit einem Grundpfandrecht für Sie belastet ist. Die auf dem Grundstück befindlichen
Gebäude sind bei uns auf Grund des bestehenden Versicherungsverhältnisses mit folgenden Versicherungs-summen gegen Feuerschäden versichert:




Gleitender Neuwert




	 	 	 	 	 	 	 
	VS 1914 Mark	 	Neuwert (€)1	 	Zeitwert (€)1	 	Versicherungsbeginn
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	Selbstbeteiligung (in Prozent)
	 	Selbstbeteiligung (€)1	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

 

	 	 

 

	 	 	 	 
	Eine Erhöhung der dinglichen Belastung ist nicht meldepflichtig.





Ist über die Versicherung ein Sammelversicherungsschein ausgestellt, so wird diese Bestätigung zugleich im Namen der beteiligten Versicherer erteilt.
Maßgebend für die anteilige Haftung ist der am Schadentag gültige Verteilungsplan laut Versicherungsvertrag.




Blatt 2 bitte zurücksenden an:




	 	 	 	 	 

	BLZ

	 	Für interne Angaben des Kreditinstituts	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
 


	 	 
 

	 	 
	Kreditinstitut (Name und Anschrift	 	Datum und Unterschrift des Versicherers
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	1    Bitte unbedingt Betrag und Währungsbezeichnung eintragen.






- 28 -









 






SIGNATURE PAGE



This Senior Security Purpose Agreement has been entered into on the date stated at the beginning
by:



Closure Systems International Deutschland Real Estate GmbH & Co. KG

as Chargor 1 acting through its general partner (Komplementär) Closure Systems International
Deutschland GmbH




	 	 	 	 	 	 	 

	By:
	 	 	 	By:	 	 
	 
	 	 	 	 
	 
	Name:	 	 	 	Name:	 
	 
	Title:	 	 	 	Title:	 
	 
	 	 	 	 	 	 
	SIG Combibloc GmbH	 	 	 	 
	as Chargor 2	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	By:	 	 
	 
	 	 	 	 
	 
	Name:	 	 	 	Name:	 
	 
	Title:	 	 	 	Title:	 
	 
	 	 	 	 	 	 
	The Bank of New York Mellon	 	 	 	 
	as Collateral Agent	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	By:	 	 
	 
	 	 	 	 
	 
	Name:	 	 	 	Name:	 
	 
	Title:	 	 	 	Title:	 







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