exv4w72






EXHIBIT 4.72




REYNOLDS GROUP HOLDINGS LIMITED (FORMERLY KNOWN AS RANK

GROUP HOLDINGS LIMITED)




AS PLEDGOR



AND



CREDIT SUISSE



AS SECOND PRIORITY SECURITY AGENT



 






SECOND-RANKING PLEDGE OVER SHARES AGREEMENT



(BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.)



 





 









 





CONTENTS




	 	 	 	 	 
	CLAUSE	 	PAGE	 
	1. DEFINITIONS AND INTERPRETATION
	 	 	2	 
	2. PLEDGE OVER PLEDGED PORTFOLIO
	 	 	5	 
	3. VOTING RIGHTS AND DIVIDENDS
	 	 	6	 
	4. PLEDGOR’S REPRESENTATIONS AND
UNDERTAKINGS
	 	 	7	 
	5. POWER OF ATTORNEY
	 	 	9	 
	6. REMEDIES UPON DEFAULT
	 	 	9	 
	7. EFFECTIVENESS OF COLLATERAL
	 	 	10	 
	8. INDEMNITY
	 	 	11	 
	9. RIGHTS OF RECOURSE
	 	 	11	 
	10. PARTIAL ENFORCEMENT
	 	 	12	 
	11. COSTS AND EXPENSES
	 	 	12	 
	12. CURRENCY CONVERSION
	 	 	12	 
	13. NOTICES
	 	 	12	 
	14. SUCCESSORS
	 	 	12	 
	15. AMENDMENTS AND PARTIAL INVALIDITY
	 	 	13	 
	16. LAW AND JURISDICTION
	 	 	13	 






 









 





THIS PLEDGE AGREEMENT has been entered into on 5 November 2009




BETWEEN





	(1)	 	REYNOLDS GROUP HOLDINGS LIMITED, a company incorporated in New Zealand with
registration number 1812226 (the “Pledgor”);
	 
	(2)	 	CREDIT SUISSE, acting for itself and as security agent for and on behalf of the
Secured Parties (as defined herein) (the “Second Priority Security Agent”);





AND IN THE PRESENCE OF





	(3)	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a société anonyme incorporated under
Luxembourg law with registered office at 6, Parc d’Activités Syrdall, L-5365 Munsbach,
Grand-Duchy of Luxembourg, registered with the register of commerce and companies of
Luxembourg under the number B 128.592 (the “Company”); and
	 
	(4)	 	THE BANK OF NEW YORK MELLON, acting for itself and as collateral agent for the
benefit of the Secured Parties, under and as defined in the First-Ranking Pledge Agreement (as
defined herein) (the “First Priority Security Trustee”).





WHEREAS:





	(A)	 	Pursuant to the terms of a senior indenture (the “Senior Indenture”) entered into
between, Beverage Packaging Holdings (Luxembourg) II S.A. as issuer (the “Issuer”), the
Initial Senior Note Guarantors (as defined therein), The Bank of New York, as trustee,
principal paying agent and transfer agent BNY Fund Services (Ireland) Limited, as Irish
transfer agent and paying agent and Credit Suisse as security agent, the Issuer issued EUR
480,000,000 aggregate principal amount of senior notes due 2016 in favour of certain senior
noteholders (the “Senior Notes”).
	 
	(B)	 	The parties to the Senior Indenture entered into a further indenture (the
“Subordinated Indenture”) in relation to EUR 420,000,000 senior subordinated notes (the
“Senior Subordinated Notes“).
	 
	(C)	 	Pursuant to a credit agreement (the “Credit Agreement”) dated on or about the date
hereof and entered into between Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG
& CO KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V. and
SIG Austria Holding GmbH as borrowers (the “Borrowers”), Reynolds Group Holdings Limited, the
lenders from time to time party thereto and Credit Suisse, as administrative agent, as
amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced
or modified from time to time, certain loan facilities (the “Facilities”) have been made
available to the Borrowers.
	 
	(D)	 	As a condition precedent to any draw down under the Credit Agreement, the Pledgor
agreed, for the purpose of creating a first-ranking security interest over the Shares (as
defined below) in favour of the First Priority Security Trustee for the payment and discharge
of all of the Secured Obligations (as defined therein), to enter into a pledge agreement (the
“First-Ranking Pledge Agreement”).




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	(E)	 	In accordance with the terms of the Subordinated Indenture, the Pledgor agreed, for
the purpose of creating a third-ranking security interest over the Shares in favour of Credit
Suisse as security agent for the secured parties specified therein (the “Third Priority
Security Agent”) for the payment and discharge of all of the Obligations (as defined therein),
to enter into a further pledge agreement over the Pledged Portfolio (as defined herein) (the
“Third-Ranking Pledge Agreement”).
	 
	(F)	 	In accordance with the terms of the Senior Indenture, the Pledgor has agreed, for the
purpose of creating a second-ranking security interest over the Shares for the payment and
discharge of all of the Obligations (as defined herein), to enter into this Pledge Agreement.





IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Terms defined in the Intercreditor Agreement (as defined herein) and in the Senior
Indenture shall bear the same meaning herein, unless expressly provided to the contrary.
	 
	1.2	 	In this Pledge Agreement:
	 
	 	 	“Additional Intercreditor Agreement” has the meaning ascribed to such term in the Senior
Indenture.
	 
	 	 	“Event of Default” has the meaning ascribed to such term in the Senior Indenture.
	 
	 	 	“Financial Collateral Law” means the Luxembourg law of 5 August 2005 on financial collateral
arrangements.
	 
	 	 	“First Priority Secured Parties” means the secured parties under the First-Ranking Pledge
Agreement.
	 
	 	 	“First Priority Security Holder” means any person that has the benefit of security over any
or all of the Pledged Portfolio, whether on behalf of itself or others, under the
First-Ranking Pledge Agreement or any Future First-Ranking Pledge Agreement and in particular
the First Priority Security Trustee and the First Priority Secured Parties.
	 
	 	 	“First-Ranking Finance Documents” means:






	 	(i)	 	the Finance Documents as defined in the First-Ranking Pledge Agreement together
with the First-Ranking Pledge Agreement;
	 
	 	(iii)	 	any Future First-Ranking Pledge Agreement; and
	 
	 	(ii)	 	any document which, in accordance with the terms of the Credit Agreement,
replaces, amends or varies the documents listed at paragraph (i) or creates or regulates
further securities issued or debt incurred by the Company with the same priority as the
Facilities.






	 	 	“Future First-Ranking Pledge Agreement” means any replacement or amendment of, or variation
to, the First-Ranking Pledge Agreement and any other first ranking security





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	 	 	over any or all of the Pledged Portfolio to secure rights or obligations under the
First-Ranking Finance Documents.
	 
	 	 	“Future Second-Ranking Pledge Agreement” means any replacement or amendment of, or variation
to, the Second-Ranking Pledge Agreement and any other second-ranking security over any or all
of the Pledged Portfolio to secure rights or obligations under the Second-Ranking Finance
Documents.
	 
	 	 	“Future Third-Ranking Pledge Agreement” means any replacement or amendment of, or variation
to, the Third-Ranking Pledge Agreement and any other third-ranking security over any or all
of the Pledged Portfolio to secure rights or obligations under the Third-Ranking Finance
Documents.
	 
	 	 	“Intercreditor Agreement” shall mean the intercreditor agreement dated as of May 11, 2007 and
entered into between, amongst others, Reynolds Group Holdings Limited, Beverage Packaging
Holdings (Luxembourg) I S.A., the senior lenders party thereto, the senior issuing bank party
thereto and Credit Suisse, as senior agent and security trustee, as amended by a letter dated
as of June 21, 2007, a further letter dated as of June 29, 2007 and pursuant to an amendment
and restatement agreement dated on or about the date hereof.
	 
	 	 	“Intercreditor Arrangements” means the Intercreditor Agreement, any Additional Intercreditor
Agreement as well as those provisions of the Senior Indenture and the Subordinated Indenture,
regarding the relation between the creditors with respect to the security interests of
different ranks over the Pledged Portfolio.
	 
	 	 	“Obligations” means 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
Obligor under each or any of the Second-Ranking Finance Documents (including, for the
avoidance of doubt, any liability in respect of any further issuance of Senior Notes or
resulting from an amendment or an increase of the principal amount of the Senior Notes)
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
Second-Ranking Finance Documents or any other document evidencing or securing any such
liabilities.
	 
	 	 	“Obligors” means the Issuer and each Senior Note Guarantor.
	 
	 	 	“Pledged Portfolio” means the Shares and the Related Assets.
	 
	 	 	“Related Assets” means all dividends, interest and other monies payable in respect of the
Shares and all other rights, benefits and proceeds (including the proceeds from any sale of
the Shares following an enforcement of this Pledge and, in particular, any proceeds that may
not immediately be used to discharge the Obligations) in respect of or derived from the
Shares (whether by way of redemption, liquidation, bonus, preference, option, substitution,
conversion or otherwise) except to the extent these constitute Shares.
	 
	 	 	“Rights of Recourse” means all and any rights, actions and claims the Pledgor may have
against any Obligors or any other person having granted security or given a guarantee for the
Obligations, arising under or pursuant to the enforcement of the present Pledge





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	 	 	including, in particular, the Pledgor’s right of recourse against any such entity under the
terms of Article 2028 et seq. of the Luxembourg Civil Code (including, for the avoidance of
doubt, any right of recourse prior to enforcement), or any right of recourse by way of
subrogation or any other similar right, action or claim under any applicable law.
	 
	 	 	“Second-Ranking Finance Documents” means:






	 	(i)	 	the Senior Notes, the Senior Indenture and the Security Documents (as defined in the
Senior Indenture);
	 
	 	(ii)	 	any Future Second-Ranking Pledge Agreement; and
	 
	 	(iii)	 	any document which, in accordance with the terms of the Senior Indenture, replaces,
amends or varies the documents listed at paragraph (i) or creates or regulates further
securities issued or debt incurred by the Issuer with the same priority as the Senior Notes.






	 	 	“Second Priority Security Holder” means the Second Priority Security Agent and the Secured
Parties.
	 
	 	 	“Secured Parties” means any creditor under the Second-Ranking Finance Documents including in
particular, but without limitation, any Holder (as such term is defined therein) in the
Senior Indenture.
	 
	 	 	“Senior Note Guarantee” means any guarantee of the obligations of the Issuer under the Senior
Indenture and the Senior Notes by any Senior Note Guarantors in accordance with the
provisions of the Senior Indenture.
	 
	 	 	“Senior Note Guarantors” means the Initial Senior Note Guarantors and any Person that
subsequently becomes a Senior Note Guarantor in accordance with the terms of the Senior
Indenture; provided that upon the release or discharge of such Person from its Senior Note
Guarantee in accordance with the Senior Indenture, such Person ceases to be a Senior Note
Guarantor.
	 
	 	 	“Shares” means all of the shares (“actions”) in the share capital of the Company held by, to
the order or on behalf of the Pledgor at any time, including for the avoidance of doubt any
shares which shall be issued by the Company to the Pledgor from time to time, regardless of
the reason of such issuance, whether by way of substitution, replacement, dividend or in
addition to the shares held on the date hereof, whether following an exchange, division, free
attribution, contribution in kind or in cash or for any other reason (the “Future Shares”),
in which case such Future Shares shall immediately be and become subject to the security
interest created hereunder.
	 
	 	 	“Third-Ranking Finance Documents” means:






	 	(i)	 	the Senior Subordinated Notes, the Subordinated Indenture and the Security
Documents (as defined in the Subordinated Indenture);
	 
	 	(ii)	 	any Future Third-Ranking Pledge Agreement; and





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	 	(iii)	 	any document which, in accordance with the terms of the Subordinated Indenture,
replaces, amends or varies the documents listed at paragraph (i) or creates or regulates
further securities issued or debt incurred by the Issuer with the same priority as the
Senior Subordinated Notes.






	 
	1.3	 	In this Pledge Agreement, any reference to:






	 	1.3.1	 	a “Clause” is, unless otherwise stated, a reference to a Clause hereof;
	 
	 	1.3.2	 	any agreement (including this Pledge Agreement, the Intercreditor Agreement,
the Senior Indenture, or any other Second-Ranking Finance Documents) is a reference to
such agreement as amended, varied, modified or supplemented (however fundamentally)
from time to time; and
	 
	 	1.3.3	 	a person is to any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organisation, government or any agency or political subdivision thereof or any other
entity.






	1.4	 	Clause headings are for ease of reference only.
	 
	1.5	 	This Pledge 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 Pledge Agreement.
	 
	1.6	 	This Pledge Agreement has been entered into, executed and perfected after the
execution of the First-Ranking Pledge Agreement but before the Third-Ranking Pledge Agreement.
	 
	2.	 	PLEDGE OVER PLEDGED PORTFOLIO
	 
	2.1	 	The Pledgor pledges the Pledged Portfolio in favour of the Second Priority Security
Agent, acting for itself and as security agent on behalf of the Secured Parties, who accepts,
as second-ranking security (gage de deuxième rang) (the “Pledge”) for the due and full payment
and discharge of all of the Obligations.
	 
	2.2	 	This Pledge Agreement is subject to the terms of the Intercreditor Arrangements. In
case of conflict between the terms of this Pledge Agreement and the terms of the Intercreditor
Arrangements, the terms of the Intercreditor Arrangements shall prevail.
	 
	2.3	 	All rights granted by virtue of this Pledge Agreement to the Second Priority Security
Agent are subordinated to the rights granted to the First Priority Security Holders under the
First-Ranking Pledge Agreement and any Future First-Ranking Pledge Agreement, and shall only
be exercised by the Second Priority Security Agent if permitted in writing by the First
Priority Security Trustee or any First Priority Security Holder (as relevant) or if permitted
under the terms of the Intercreditor Arrangements (and where such rights are exercised in
accordance with the provisions thereof).
	 
	2.4	 	The Pledgor and the Second Priority Security Agent request the Company to undertake
and the Company, by signing hereunder for acceptance, undertakes to register the Pledge in its
register of shareholders prior to the registration of the Third-Ranking Pledge




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	 	 	Agreement and to provide to the Second Priority Security Agent a copy of the register
of shareholders evidencing such registration on the date hereof.
	 
	2.5	 	The following wording shall be used for the registration:
	 
	 	 	“All shares owned from time to time by REYNOLDS GROUP HOLDINGS LIMITED, and, in particular,
the [number] of Shares owned on the date of the present registration with registration number
[...] to [...], have been pledged in favour of CREDIT SUISSE acting for itself and as Second
Priority Security Agent on behalf of the Secured Parties (as defined therein), pursuant to a
second-ranking pledge agreement dated [date] (the “Second-Ranking Pledge Agreement”).
	 
	 	 	The Second-Ranking Pledge Agreement will rank second after a first ranking pledge agreement
dated [...] 2009 and pursuant to which REYNOLDS GROUP HOLDINGS LIMITED has granted a
first-ranking pledge over the Pledged Portfolio in favour of THE BANK OF NEW YORK MELLON
acting for itself and as collateral agent for the benefit of the Secured Parties, under and
as defined in the First-Ranking Pledge Agreement (as defined therein) and any future first
ranking pledge.”
	 
	2.6	 	The Pledgor and the Second Priority Security Agent hereby give power to any member of
the board of management of the Company, any lawyer of Loyens & Loeff in Luxembourg and any
employee, officer or director of MAS Luxembourg, with full power of substitution to register
the Pledge in the register of shareholders.
	 
	2.7	 	Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises
and empowers the Second Priority Security Agent to take or to cause any formal steps to be
taken by the directors or other officers of the Company for the purpose of perfecting the
present Pledge and, for the avoidance of doubt, undertakes to take any such steps itself if so
directed by the Second Priority Security Agent. In particular, should any such steps be
required in relation to Future Shares, the Pledgor undertakes to take any such steps
simultaneously to the issuance or receipt of Future Shares.
	 
	3.	 	VOTING RIGHTS AND DIVIDENDS
	 
	3.1	 	Any rights or powers conferred under this Clause 3 to the Second Priority Security
Agent can only be exercised (without prejudice to the terms of the Intercreditor Arrangements)
after the full and final discharge and release of the First-Ranking Pledge Agreement and at
any time any Future First-Ranking Pledge Agreement is not subsisting. For the avoidance of
doubt, any First Priority Security Holder shall be authorised and entitled to exercise rights
arising at law or under the First-Ranking Pledge Agreement or any Future First-Ranking Pledge
Agreement, without having obtained a consent or approval, and without having to inform the
Second Priority Security Agent except as otherwise expressly required in the Intercreditor
Arrangements.
	 
	3.2	 	As long as this Pledge Agreement remains in force and unless there is an Event of
Default which is continuing, the Pledgor shall be entitled to receive all dividends, subject
to the terms of and to the extent permitted by the Second-Ranking Finance Documents and the
Intercreditor Arrangements. Subject, for the avoidance of doubt, to clause 3.1 and the
Intercreditor Arrangements, following the occurrence of an Event of Default which is




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	 	 	continuing, the Second Priority Security Agent shall be entitled to receive all dividends and
to apply them in accordance with the terms of the Second-Ranking Finance Documents and the
Intercreditor Arrangements.
	 
	3.3	 	Unless there is an Event of Default which is continuing, the Pledgor shall be
entitled to exercise all voting rights attached to the Shares in a manner which does not (i)
materially and adversely affect this Pledge or cause an Event of Default to occur or vary the
rights attaching to or conferred by all or any part of the Pledged Portfolio or (ii) increase
the issued share capital of the Company if in the reasonable opinion of the Second Priority
Security Agent this would materially prejudice the value of the Pledged Portfolio, or the
ability of the Second Priority Security Agent to enforce the Pledge. Subject to clause 3.1
and the Intercreditor Arrangements, at any time there is an Event of Default which is
continuing, the Pledgor shall not, without the prior written consent of the Second Priority
Security Agent, exercise any voting rights or otherwise in relation to the Shares.
	 
	3.4	 	Subject to Clause 3.1 and the intercreditor Arrangements, the Second Priority
Security Agent shall be entitled (but not obliged), at any time there is an Event of Default
which is continuing, to exercise the voting rights attached to the Shares in accordance with
the provisions of Article 9 of the Financial Collateral Law in any manner the Second Priority
Security Agent deems fit. The Pledgor shall do whatever is necessary in order to ensure that
the exercise of the voting rights in these circumstances is facilitated and becomes possible
for the Second Priority Security Agent, including the issuing of a written proxy in any form
or any other document that the Second Priority Security Agent may require for the purpose of
exercising the voting rights.
	 
	3.5	 	The provisions of this Clause shall not affect or prejudice the rights of the First
Priority Security Trustee or any First Priority Security Holder under the First-Ranking Pledge
Agreement or any Future First-Ranking Pledge Agreement.
	 
	4.	 	PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS
	 
	4.1	 	Subject to the terms of the Second-Ranking Finance Documents and the Intercreditor
Arrangements, the Pledgor hereby represents as at the date of this Pledge Agreement to the
Second Priority Security Agent that:






	 	4.1.1	 	it is the sole owner of the Pledged Portfolio free from any encumbrance
(except as permitted by the terms of the Senior Indenture and the Intercreditor
Arrangements (including any encumbrance created by this Pledge Agreement, the
First-Ranking Pledge Agreement and the Third-Ranking Pledge Agreement));
	 
	 	4.1.2	 	the Shares represent the entire issued share capital of the Company;
	 
	 	4.1.3	 	the Company has not declared any dividends in respect of the Shares that are
still unpaid at the date hereof;
	 
	 	4.1.4	 	it has not sold or disposed of all or any of its rights, title and interest
in the Pledged Portfolio, except pursuant to the security interests referred to in
4.1.1 above;




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	 	4.1.5	 	it has the necessary power to enable it to enter into and perform its
obligations under this Pledge Agreement;
	 
	 	4.1.6	 	this Pledge Agreement constitutes its legal, valid and binding obligations
and the Pledge, once perfected in accordance with Clause 2 (Pledge over Shares),
creates an effective second-ranking security over the Pledged Portfolio enforceable in
accordance with its terms, subject to any reservations set out in the legal opinion
delivered in relation to this Pledge Agreement; and
	 
	 	4.1.7	 	all necessary authorisations to enable it to enter into this Pledge
Agreement have been obtained and are in full force and effect.






	4.2	 	Subject to the terms of the Intercreditor Arrangements, except with the Second
Priority Security Agent’s prior written consent (such consent not being required if, during
any period while there is a First-Ranking Pledge Agreement or Future First-Ranking Pledge
Agreement, the First Priority Security Trustee or any First Priority Security Holder (as
relevant) has given its consent), the Pledgor shall not, unless permitted by the Senior
Indenture:






	 	4.2.1	 	sell or otherwise dispose of all or any of the Shares or of its rights,
title and interest in the Pledged Portfolio, except pursuant to the security interests
referred to in 4.1.1. above; or
	 
	 	4.2.2	 	create, grant or permit to exist (a) any encumbrance or security interest
(other than the pledges created pursuant to the First-Ranking Pledge Agreement, this
Pledge Agreement and the Third-Ranking Pledge Agreement) over the Pledged Portfolio or
(b) any restriction on the ability to transfer or realise all or any part of the
Pledged Portfolio (other than, for the avoidance of doubt, any restriction arising
under this Pledge Agreement, the First-Ranking Pledge Agreement and the Third Ranking
Pledge Agreement).






	4.3	 	The Pledgor hereby undertakes that, during the subsistence of this Pledge Agreement:






	 	4.3.1	 	it shall cooperate with the Second Priority Security Agent and sign or cause
to be signed all such further documents and take all such further action as the Second
Priority Security Agent may from time to time reasonably request, and to which the
First Priority Security Trustee and any First Priority Security Holder (as relevant)
consent, to perfect and protect this Pledge or to exercise its rights under this Pledge
Agreement;
	 
	 	4.3.2	 	it shall not knowingly take any steps nor do anything which would materially
and adversely affect the existence of the security interest created hereunder except as
required by the First Priority Security Trustee or any First Priority Security Holder
(as relevant); and
	 
	 	4.3.3	 	without prejudice to Clause 3 (Voting Rights and Dividends), it will inform
the Second Priority Security Agent of any meeting of the shareholders, as well as of
the agenda thereof if, in each case, such agenda or meeting could reasonably be
expected to materially and adversely affect the security interest created under




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	 	 	 	this Pledge Agreement and, in particular, of any intention to increase the share
capital of the Company and/or to issue new shares.






	5.	 	POWER OF ATTORNEY
	 
	5.1	 	Subject to the Intercreditor Arrangements, the Pledgor irrevocably appoints the
Second Priority Security Agent to be its attorney and in its name and on its behalf to
execute, deliver and perfect all documents (including any share transfer forms and other
instruments of transfer) and do all things that the Second Priority Security Agent, acting
reasonably, may consider to be requisite for (a) carrying out any obligation imposed on the
Pledgor under this Pledge Agreement or (b) exercising any of the rights conferred on the
Second Priority Security Agent or the Secured Parties by this Pledge Agreement or by law, it
being understood that the enforcement of the pledge over the Pledged Portfolio must be carried
out as described in Clause 6 (Remedies upon Default) hereunder. The powers under this Clause
5.1 shall only be exercisable following the service of a notice under Clause 6.02 of the
Senior Indenture or if the Pledgor has failed to comply with any obligations hereunder within
10 Business Days of being notified of that failure and being requested to comply.
	 
	5.2	 	The Pledgor shall ratify and confirm all things done and all documents executed by
the Second Priority Security Agent in the exercise of that power of attorney.
	 
	6.	 	REMEDIES UPON DEFAULT
	 
	6.1	 	Any rights or powers conferred under this Clause 6 on the Second Priority Security
Agent, can only be exercised after full and final discharge of the obligations secured by the
First-Ranking Pledge Agreement and at any time any Future First-Ranking Pledge Agreement is
not subsisting, or as otherwise expressly provided for and in accordance with the
Intercreditor Arrangements.
	 
	6.2	 	Following the occurrence of an Event of Default which is continuing, and subject to
the First-Ranking Pledge Agreement, any Future First-Ranking Pledge Agreement and the
Intercreditor Arrangements, if the Obligations are due and payable and remain unpaid, the
Second Priority Security Agent shall be entitled to realise the Pledged Portfolio in the most
favourable manner provided for by Luxembourg law and may, in particular, but without
limitation,






	 	6.2.1	 	appropriate the Pledged Portfolio in which case the Pledged Portfolio will
be valued at its fair value, as determined by an independent expert appointed by the
Second Priority Security Agent, to the extent possible among the members of the of the
Institut Luxembourgeois des réviseurs d’entreprises or, if no such appointment can be
made or no valuation can be obtained within a reasonable time, by the Second Priority
Security Agent in its commercially reasonable discretion. The Second Priority Security
Agent may appoint a qualified third party to make (or to assist the Second Priority
Security Agent in making) such valuation;
	 
	 	6.2.2	 	sell the Pledged Portfolio in a private sale at normal commercial terms
(conditions commerciales normales), or in a sale organised by a stock exchange




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	 	 	 	(to be chosen by the Second Priority Security Agent), or in a public sale
(organised at the discretion of the Second Priority Security Agent and which, for
the avoidance of doubt, does not need to be made by or within a stock exchange);
	 
	 	6.2.3	 	request a judicial decision that the Pledged Portfolio shall be attributed
to the Second Priority Security Agent in discharge of the Obligations following a
valuation of the Pledged Portfolio made by a court appointed expert;
	 
	 	6.2.4	 	proceed to a set off between the Obligations and the Pledged Portfolio.






	6.3	 	Subject to the terms of the Intercreditor Arrangements, the Second Priority Security
Agent shall apply the proceeds of the sale in paying the costs of that sale or disposal and in
or towards the discharge of the Obligations, in accordance with and subject to the terms of
the Second-Ranking Finance Documents and the Intercreditor Arrangements.
	 
	7.	 	EFFECTIVENESS OF COLLATERAL
	 
	7.1	 	The Pledge shall be a continuing security and shall not be considered as satisfied or
discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part
of the Obligations and shall remain in full force and effect until it has been discharged by
the express written release thereof granted by the Second Priority Security Agent or in
accordance with the terms of the Intercreditor Arrangements and the Second Ranking Finance
Documents.
	 
	7.2	 	The Pledge shall be cumulative, in addition to, and independent of every other
security which the Second Priority Security Agent and the Secured Parties may at any time hold
as security for the Obligations or any rights, powers and remedies provided by law and shall
not operate so as in any way to prejudice or affect or be prejudiced or affected by any
security interest or other right or remedy which the Second Priority Security Agent and the
Secured Parties may now or at any time in the future have in respect of the Obligations.
	 
	7.3	 	This Pledge shall not be prejudiced by any time or indulgence granted to any person,
or any abstention or delay by the Second Priority Security Agent or the Secured Parties in
perfecting or enforcing any security interest or rights or remedies that the Second Priority
Security Agent or the Secured Parties may now or at any time in the future have from or
against the Pledgor or any other person.
	 
	7.4	 	No failure on the part of the Second Priority Security Agent or the Secured Parties
to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
preclude any further or other exercise of that or any other rights.
	 
	7.5	 	Neither the obligations of the Pledgor contained in this Pledge Agreement nor the
rights, powers and remedies conferred upon the Second Priority Security Agent or the Secured
Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged,
impaired or otherwise affected by:




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	 	7.5.1	 	any amendment to, or any variation, waiver or release of, any Obligation or
of the obligations of any Obligor under any other Second-Ranking Finance Documents and
the Intercreditor Agreement;
	 
	 	7.5.2	 	any failure to take, or fully to take, any security contemplated by the
Second-Ranking Finance Documents and the Intercreditor Agreement or otherwise agreed to
be taken in respect of the Obligations;
	 
	 	7.5.3	 	any failure to realise or fully to realise the value of, or any release,
discharge, exchange or substitution of, any security taken in respect of the
Obligations; or
	 
	 	7.5.4	 	any other act, event or omission which, but for this Clause 7.5, might
operate to discharge, impair or otherwise affect any of the obligations of the Pledgor
contained in this Pledge Agreement, the rights, powers and remedies conferred upon the
Second Priority Security Agent or the Secured Parties by this Pledge Agreement, the
Pledge or by law.






	7.6	 	For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now
or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
	 
	7.7	 	Neither the Second Priority Security Agent, nor the Secured Parties or any of their
agents shall be liable to the Pledgor by reason of (a) taking any action permitted by this
Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c)
the realisation of all or any part of the Pledged Portfolio, except in the case of gross
negligence or wilful misconduct upon their part.
	 
	8.	 	INDEMNITY
	 
	8.1	 	Subject to terms of the Senior Indenture and the Intercreditor Agreement, neither the
Second Priority Security Agent nor the Secured Parties shall be liable for any loss or damage
suffered by the Pledgor save in respect of such loss or damage which is suffered as a result
of wilful misconduct or gross negligence.
	 
	8.2	 	The Second Priority Security Agent and the Secured Parties shall be indemnified in
accordance with the provisions of Clause 7.07 (Compensation & Indemnity) of the Senior
Indenture.
	 
	9.	 	RIGHTS OF RECOURSE
	 
	9.1	 	For as long as the Obligations are outstanding and have not been unconditionally and
irrevocably paid and discharged in full or the Second Priority Security Agent or the Secured
Parties have any obligations under the Second-Ranking Finance Documents and the Intercreditor
Agreement, the Pledgor shall not exercise any Rights of Recourse, arising for any reason
whatsoever, by any means whatsoever (including for the avoidance of doubt, by way of
provisional measures such as provisional attachment (“saisie-arrêt conservatoire”) or by way
of set-off.
	 
	9.2	 	The Pledgor irrevocably agrees to waive its Rights of Recourse if the relevant person
against whom the Rights of Recourse are to be exercised has come under the direct or indirect
control of the Second Priority Security Agent or the Secured Parties or any third




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	 	 	party following or in connection with, the enforcement of any security granted in connection
with the Obligations.
	 
	9.3	 	Without prejudice to Clause 9.1 above, this Clause shall remain in full force and
effect notwithstanding any discharge, release or termination of this Pledge (whether or not in
accordance with Clause 7.1 of this Pledge Agreement).
	 
	10.	 	PARTIAL ENFORCEMENT
	 
	 	 	Subject to Clause 6 (Remedies upon Default), the Second Priority Security Agent shall have
the right, to request enforcement of all or part of the Pledged Portfolio in its most
absolute discretion. No action, choice or absence of action in this respect, or partial
enforcement, shall in any manner affect the Pledge created hereunder over the Pledged
Portfolio, as it then shall be (and in particular those Shares which have not been subject to
enforcement). The Pledge shall continue to remain in full and valid existence until
enforcement, discharge or termination hereof, as the case may be.
	 
	11.	 	COSTS AND EXPENSES
	 
	 	 	All the Second Priority Security Agent’s reasonable costs and expenses (including legal
fees, stamp duties and any value added tax) incurred in connection with (a) the execution of
this Pledge Agreement or otherwise in relation to it, (b) the perfection or enforcement of
the collateral hereby constituted or (c) the exercise of its rights, shall be reimbursed to
the Second Priority Security Agent in accordance with the provisions of Clause 6.11
(Undertaking for Costs) of the Senior Indenture.
	 
	12.	 	CURRENCY CONVERSION
	 
	 	 	Without prejudice to the terms of the Second-Ranking Finance Documents and the Intercreditor
Agreement, for the purpose of, or pending the discharge of, any of the Obligations the
Second Priority Security Agent may convert any money received, recovered or realised or
subject to application by it under this Pledge Agreement from one currency to another, as
the Second Priority Security Agent, acting reasonably, may think fit and any such conversion
shall be effected at the Second Priority Security Agent’s spot rate of exchange for the time
being for obtaining such other currency with the first currency.
	 
	13.	 	NOTICES
	 
	 	 	Any notice or demand to be served by one person on another pursuant to this Pledge Agreement
shall be served in accordance with the provisions of Clause 13.02 (Notices) of the Senior
Indenture.
	 
	14.	 	SUCCESSORS
	 
	14.1	 	This Pledge Agreement shall remain in effect despite any amalgamation or merger
(however effected) relating to the Secured Parties or the Second Priority Security Agent, and
references to the Secured Parties or the Second Priority Security Agent shall be deemed to
include any assignee or successor in title of the Secured Parties or the Second Priority
Security Agent and any person who, under any applicable law, has assumed the




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	 	 	rights and obligations of the Secured Parties or the Second Priority Security Agent hereunder
or to which under such laws the same have been transferred or novated or assigned in any
manner.
	 
	14.2	 	For the purpose of Articles 1278 et seq. of the Luxembourg Civil Code and any other
relevant legal provisions, to the extent required under applicable law and without prejudice
to any other terms hereof or of any other Second-Ranking Finance Documents and in particular
Clause 14.1 hereof, the Secured Parties and the Second Priority Security Agent hereby
expressly reserve and the Pledgor agrees to the preservation of this Pledge and the security
interest created thereunder in case of assignment, novation, amendment or any other transfer
of the Obligations or any other rights arising under the Second-Ranking Finance Documents and
the Intercreditor Arrangements.
	 
	14.3	 	To the extent a further notification or registration or any other step is required
by law to give effect to the above, such further registration shall be made and the Pledgor
hereby gives power of attorney to the Second Priority Security Agent to make any notifications
and/or to require any required registrations to be made in the register of shareholders of the
Company, or to take any other steps, and undertakes to do so itself if so requested by the
Second Priority Security Agent.
	 
	15.	 	AMENDMENTS AND PARTIAL INVALIDITY
	 
	15.1	 	Changes to this Pledge Agreement and any waiver of rights under this Pledge
Agreement shall require written form.
	 
	15.2	 	If any provision of this Pledge 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 Pledge Agreement shall remain in full
force and effect. The Pledge 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.
	 
	16.	 	LAW AND JURISDICTION
	 
	 	 	This Pledge 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 Pledge Agreement has been duly executed by the parties in four originals.




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SIGNATURE PAGE — SECOND RANKING PLEDGE OVER SHARES IN BPH I




The Second Priority Security Agent




CREDIT SUISSE



Duly represented by:




	 	 	 

	/s/ Seve Martin

	 	/s/ Ian Croft
	 

	 	 
	Name: Steve Martin

	 	Name: Ian Croft
	Title: Vice President

	 	Title: Assistant Vice President






The Pledgor




REYNOLDS GROUP HOLDINGS LIMITED




By its attorney in the presence of:




	 	 	 

	/s/ Alex Howard

	 	/s/ Philip West
	 

	 	 
	Witness Signature

	 	Attorney Signature
	 
	 	 
	Alex Howard

	 	Philip West
	 

	 	 
	Print Name

	 	Print Name
	 
	 	 
	Trainee Solicitor
 

Occupation

	 	 
	 
	 	 
	 


 




[                        ]
 

Address

	 	 






 









 





By signing hereunder for acceptance, The Bank of New York Mellon as First-Priority Security Trustee
under the First-Ranking Pledge Agreement, accepts the pledge granted under Clause 2 of this Pledge
Agreement, for the purpose of Article 6.(1) (c) of the Financial Collateral Law, and agrees to take
the benefit of its terms, subject to the terms of the Intercreditor Arrangements.




	 	 	 	 	 
	 	The First Priority Security Trustee



THE BANK OF NEW YORK MELLON

Duly represented by:

 	 
	 	/s/ Paul Cattermole
 	 
	 	Name:  	Paul Cattermole 	 
	 	Title:  	Vice President 	 
	 


By signing hereunder for acceptance, the Company (i) acknowledges and accepts the existence of this
Pledge Agreement and security interest created hereunder over the Pledged Portfolio for the
purposes of Article 5.(2) (c) of the Financial Collateral Law and takes notice of the terms
thereof. In this respect, the Company hereby authorizes, appoints and directs any member of the
board of management of the Company and any lawyer of Loyens & Loeff in Luxembourg and any employee,
officer or director of MAS Luxembourg, acting individually and with full power of substitution, to
duly register forthwith this Pledge in the register of shareholders of the Company and to provide
the Second Priority Security Agent on the date of this Pledge Agreement with a certified copy of
the register, evidencing the registration of the present pledge on the date hereof, (ii) and agrees
to the terms thereof, subject to the terms of the Intercreditor Arrangements.




	 	 	 	 	 
	 	The Company



BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.



Duly represented by:

 	 
	 	/s/ Philip West
 	 
	 	Name:  	Philip West 	 
	 	Title:  	Authorized Signatory