exv4w131






EXHIBIT 4.131



 

PLEDGE AGREEMENT OVER INVENTORY, EQUIPMENT AND OTHER ASSETS




between




The Bank of New York Mellon 

as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor

Agreement




and




Closure Systems International (Brazil) Sistemas de Vedação Ltda.

as Grantor




 






Dated as of



January 29, 2010



 





 


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






 









 








PLEDGE AGREEMENT OVER INVENTORY, EQUIPMENT AND OTHER ASSETS




     This Pledge Agreement over Inventory, Equipment and Other Assets (the “Agreement”) is
made as of January 29, 2010, by and among:



     (a) The Bank of New York Mellon, a financial institution duly organized and existing
under the laws of the State of New York, with its registered office at, One Wall Street, New York,
New York, acting exclusively in the capacity as collateral agent of and for the benefit of the
Secured Parties under the First Lien Intercreditor Agreement (together with its successors and
permitted assignees in such capacity, the “Collateral Agent”); and



     (b) Closure Systems International (Brazil) Sistemas de Vedação Ltda., a limited
liability company duly organized and existing in accordance with the laws of Brazil, with its
registered office in the City of Barueri, State of São Paulo, at Alameda Araguaia, no 1.819-1.889,
Sítio Tamboré, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF)
under no 09.074.885/0001-48, herein represented in accordance with its Charter Documents (together
with its successors and permitted assignees, the “Grantor”);



     WHEREAS, the Grantor is the legal owner of certain raw materials, industrialized products and
other goods which are regularly kept in its inventory and certain equipment and assets; and



     WHEREAS, it is a requirement under the Credit Agreement (as defined below) that the parties
enter into this Agreement.



     NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained
herein, the parties hereto agree as follows:



     1. Defined Terms.



          (a) Capitalized terms used and not otherwise defined in this Agreement are used herein and in
any notice given under this Agreement with the same meanings ascribed to such terms in the First
Lien Intercreditor Agreement. All terms defined in this Agreement shall have the defined meanings
contained herein when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.




          (b) All references to the Collateral Agent in this Agreement shall be construed as references
to the Collateral Agent acting as representative of the Secured Parties.



“Agreed Security Principles” has the meaning it is given in the Credit Agreement and the
Senior Secured Note Indenture and to the extent of any inconsistency the meaning it is given in the
Credit Agreement shall prevail.



“Credit Agreement” means the Credit Agreement dated as of November 5, 2009, among Reynolds
Group Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co KGaA,
Closure Systems International Holdings Inc., Closure Systems International





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B.V. and SIG Austria
Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party
thereto and Credit Suisse AG (formerly Credit Suisse), as administrative agent, as amended,
extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified
from time to time.



“Enforcement Event” means an “Event of Default” under, and as defined in, the First Lien
Intercreditor Agreement.



“First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated as
of November 5, 2009, among the Collateral Agent, The Bank of New York Mellon, as trustee under the
Senior Secured Note Indenture, Credit Suisse AG (formerly Credit Suisse), as administrative agent
under the Credit Agreement, and the Loan Parties, as amended, novated, supplemented, restated or
modified from time to time.



“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and any other
document that is designated by the Loan Parties  ́ Agent and the Collateral Agent as an intercreditor
agreement, in each case as amended, novated, supplemented, restated, replaced or modified from time
to time.



“Issuers” shall mean the “Issuers” under, and as defined in, the Senior Secured Note
Indenture, including their successors in interest.



“Lien” shall have the meaning it is given in the First Lien Intercreditor Agreement.



“Loan Documents” shall mean the “Credit Documents” under, and as defined in, the First Lien
Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the
Collateral Agent as a Loan Document.



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



“Loan Parties’ Agent” shall mean Reynolds Group Holdings Limited (formerly known as Rank
Group Holdings Limited).



“Person” means any natural person, corporation, limited liability company, partnership,
joint venture, association, trust or unincorporated organization, governmental authority or any
other legal entity, whether acting in an individual, fiduciary or other capacity.



“Principal Finance Documents” means the Credit Agreement, the Senior Secured Note
Indenture, the Intercreditor Arrangements and any Additional Agreement.



“Secured 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 Loan Party and each grantor of a security interest to the Secured Parties (or any of them)
under each or any of the Loan Documents, together with all costs, charges and expenses incurred by




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any Secured Party in connection with the protection, preservation or enforcement of its respective
rights under the Loan Documents or any other document evidencing or securing any such liabilities.



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



“Senior Secured Note Indenture” means the indenture dated as of November 5, 2009, among the
Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee,
principal paying agent, transfer agent and registrar, as amended, extended, restructured, renewed,
refunded, novated, supplemented, restated, replaced or modified from time to time.



“Total Assets” means, on any day in relation to the Grantor, all of the assets of the
Grantor on that day determined by reference to the Grantor’s assets register.




     2. Pledge; Grant of Security Interest.



          (a) In order to secure the full and prompt payment and performance when due (whether at the
stated maturity, by acceleration or otherwise) of all the Secured Obligations, which for the
purposes of Article 1,424 of Brazilian Federal Law number 10,406 of January 10, 2002
(“Brazilian Civil Code”), are described in Schedule A hereto (and which the Grantor
hereby acknowledges and recognizes for all legal purposes), and all of the obligations of the
Grantor hereunder, the Grantor hereby pledges to the Collateral Agent, for the benefit of the
Secured Parties, hereby represented by the Collateral Agent, pursuant to the provisions of Articles
1,431 et seq. (including Article 1,447) of the Brazilian Civil Code, the following,
whether now existing or hereafter acquired:




     (i) all of the Grantor’s inventory of raw materials, industrialized products and other goods,
comprised on the date hereof of raw materials, industrialized products and other goods described in
Schedule B hereto and all of the Grantor’s additional inventory of raw materials, industrialized
products and other goods which may, from time to time, be acquired or produced by the Grantor, or
which may become a part of, by any other manner, the inventory of the Grantor (“Pledged
Inventory”);



     (ii) all of the Grantor’s equipment and assets of any kind which individually have an
aggregate value equal to, or above, R$1,000,000.00 (one million Reais) (“Material
Equipment”) as described in Schedule C hereto (collectively, the “Pledged Equipment”
and, together with the Pledged Inventory, the “Pledged Assets”); and



     (iii) all of the Grantor’s additional Material Equipment, which may, from time to time, be
acquired by the Grantor in any manner including, but not limited to, equipment and assets acquired
as result of purchase agreements, exchanges, replacements and upgrades, succession rights,
corporate transactions or in any other manner (“Additional Pledged Equipment”).



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     (b) The Grantor shall keep the Pledged Assets as a depositary (fiel depositário), representing
and accepting all the charges and liabilities in accordance with the terms hereof and with the
applicable legislation, including those of Article 627 et. seq. of the Brazilian Civil Code, for
the safeguarding and maintenance of the Pledged Assets, for as long as this Agreement is in full
force and effect.



     3. Registration of the Pledge of the Pledged Assets. The Grantor, at its expense,
shall, within 20 (twenty) days from the date hereof with respect to this Agreement, and within 20
(twenty) days from the execution date of any amendments hereof entered into in accordance with
Section 5(b) below, (i) cause the signature of the parties who have signed this Agreement or any
amendments hereof entered into in accordance with Section 5(b) below outside Brazil to be notarized
by a public notary and consularized at the nearest Brazilian consulate, (ii) cause this Agreement
to be translated into Portuguese by a sworn translator (tradutor público juramentado), and (iii)
effectively register this Agreement or such amendment, as applicable, together with its sworn
translation (tradução juramentada) with the real estate registries (x) Cartório de Registro de
Imóveis, Títulos e Documentos e Civil de Pessoas Jurídicas of Barueri, state of São Paulo; and (y)
Tabelionato de Notas e Protestos e Registro de Imóveis of Itapissuma, state of Pernambuco, whenever
there are Pledged Assets or Additional Pledged Assets in that place. The Grantor shall promptly
after such registration deliver to the Collateral Agent evidence of such registration in form and
substance satisfactory to the Collateral Agent. All expenses incurred in connection with any
registrations under this Section 3 shall be borne by the Grantor.


Notwithstanding the foregoing, the Collateral Agent, at its sole discretion, may decide to
undertake any of the registrations, translations, filings and other formalities described herein if
Grantor fails to do so, whereupon the Grantor shall reimburse the Collateral Agent promptly of any
and all costs and expenses incurred by it related to such registrations, translations, filings and
other formalities in accordance with the provisions of the Principal Finance Documents.




     4. Representations and Warranties. The Grantor represents and warrants, to each
Secured Party as of the date hereof, and as of the date of any amendment in accordance with Section
5(b)(with the same effect as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date) and subject to the provisions
of the Principal Finance Documents, that:



          (a) the representations and warranties made by the Grantor as a Loan Party in Section 3.01
(Organization; Powers), 3.02 (Authorization), 3.03 (Enforceability), 3.06 (No Material Adverse
Change), 3.09 (Litigation, Compliance with Laws), 3.10 (Agreements), 3.19 (Security Documents) and
3.22 (Solvency) of the Credit Agreement, are true and accurate as regards the Grantor and this
Agreement (or any amendment, as the case may be);




          (b) (i) Schedule B hereto sets forth all of the material inventory of raw materials,
industrialized products and other goods (described by their kind and quantity) held by the Grantor
on the date set out in the Schedule B and (ii) the Grantor is the legal and record owner of all the
Pledged Inventory, free of any and all Liens except for the Lien created hereunder and those
permitted under the Principal Finance Documents;





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          (c) (i) Schedule C hereto sets forth all the Material Equipment currently held by the
Grantor and (ii) the Grantor is the legal and record owner of all the Pledged Equipment, free of
any and all Liens except for the Lien created hereunder and those permitted under the Finance
Documents;




          (d) the powers of attorney granted by the Grantor in connection with this Agreement have been
duly and validly executed and delivered and give the Collateral Agent the rights and authority they
purport to give.




     5. Grantor’s Obligation. The Grantor covenants and agrees that:



          (a) the Grantor shall not (unless permitted by the terms of the Principal Finance Documents),
(i) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person
with respect to any of the Pledged Assets, or any interest therein, or (ii) sell, assign, transfer,
exchange, or otherwise dispose of the Pledged Assets;




          (b) promptly upon the acquisition of any Material Equipment, subject to the Agreed Security
Principles, the Grantor shall enter into amendments to this Agreement substantially in the form of
Schedule D, in order to amend Schedule C to extend the Lien created hereunder to any
Additional Pledged Equipment (which shall then be subject to all terms and conditions provided
herein) title to which is acquired by the Grantor after the date hereof or of the previous
amendment, as applicable, and to any other assets which should have been pledged in accordance with
the terms hereof but were not included herein or in any previous amendment. The Grantor shall
register such amendments as required by Section 3 hereof;




          (c) the Grantor shall, upon receipt of a notification of the Collateral Agent stating that an
Enforcement Event has occurred and is continuing, comply (notwithstanding any notice or other
communication to the contrary from any other Person) with all written instructions received from
the Collateral Agent in connection with this Agreement;




          (d) if an Enforcement Event has occurred and is continuing, the Grantor shall, promptly upon
request, provide the Collateral Agent all information and evidence it may request concerning the
Pledged Assets to enable the Collateral Agent (directly or through any of its respective permitted
successors or assignees) to enforce the provisions of this Agreement;




          (e) if an Enforcement Event has occurred and is continuing, the Grantor shall not enter into
any agreement that could reasonably be expected to restrict or inhibit the Secured Parties’ rights
or ability to sell or otherwise dispose of the Pledged Assets or any part thereof; and




          (f) subject to the Agreed Security Principles, from time to time, enter into any additional
documents and instruments that are necessary to enable the Collateral Agent to protect the rights
created hereby, in connection with the Pledged Assets or with any part of them or to the exercise
by the Collateral Agent of any right, power or authority granted herein. Furthermore, subject to
the Agreed Security Principles, the Grantor shall protect the security interest of the Secured
Parties in connection with the Pledged Assets against claims and demands of any kind.





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     6. Use and Disposal of Pledged Assets.



     Nothing in this Agreement shall restrict the Grantor’s right to freely use and dispose of the
Pledged Assets as long as such utilization or disposal is permitted by the Principal
Finance Documents and no Enforcement Event has occurred and is continuing.



     7. Remedies.



          (a) Without prejudice to the foregoing provisions, if an Enforcement Event has occurred or is
continuing (notwithstanding any notice or other communication to the contrary from any other
Person), the Collateral Agent, or any of its respective agents, successors or assignees is hereby
authorized and entitled to dispose of, collect, receive, appropriate and/or realize upon the
Pledged Assets (or any part thereof) and may forthwith sell, assign, give an option or options to
purchase or otherwise dispose of and deliver the Pledged Assets or any part thereof at such price,
in such order and upon such terms and conditions as it may deem appropriate, subject to applicable
law, irrespective of any prior or subsequent notice to the Grantor, in accordance with the
provisions set forth in Articles 1,433 Item IV and 1,435 Item V of the Brazilian Civil Code. Any
notice by the Collateral Agent that an Enforcement Event has occurred and is continuing or has
ceased or has been waived shall be conclusive as against the Grantor and all other third parties
(notwithstanding any notice or other communication to the contrary from the Grantor or any other
Person).




          (b) In accordance with Articles 684 and 1,433 Item IV of the Brazilian Civil Code the Grantor
by way of security irrevocably appoints the Collateral Agent and any receiver severally to be its
attorney-in-fact and in its name, on its behalf and as its act and deed to execute, deliver and
perfect all documents and do all things which the attorney may consider to be required or desirable
for: (i) carrying out any obligation imposed on the Grantor by this Agreement or any other
agreement binding on the Grantor to which the Collateral Agent is a party (including the execution
and delivery of any deeds, charges, assignments or other security and any transfers of the Pledged
Assets); (ii) enabling the Collateral Agent to exercise, or delegate the exercise of, all or any of
its rights over the Pledged Assets; and (iii) enabling any receiver to exercise, or delegate the
exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this
Agreement or by law, provided always that the Collateral Agent may only be entitled to exercise the
powers conferred upon it by the Grantor under this Section 7(b) and pursuant to any powers of
attorney granted to give effect to this Section 7(b) if: (i) an Enforcement Event has occurred and
is continuing; and/or (ii) the Collateral Agent has received notice from the Applicable
Representative, the Secured Parties and/or the Grantor that the Grantor has failed to comply with a
further assurance or perfection obligation within 10 Business Days of being notified of that
failure (with a copy of that notice being sent to the Loan Parties  ́ Agent), provided further that
the Collateral Agent shall not be obliged to exercise the powers conferred upon it by the Grantor
under this Section 7(b) and pursuant to any powers of attorney granted to give effect to this
Section 7(b) unless and until it





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shall have been (x) instructed to do so by the Applicable
Representative and (y) indemnified and/or secured and/or prefunded to its satisfaction.




     8. Application of Proceeds. Any funds received by the Collateral Agent or any of the
Secured Parties through the exercise of remedies pursuant to Section 7(a) hereof shall be
applied in accordance with the terms of the Intercreditor Arrangements.



     9. Amendments, etc. with Respect to the Secured Obligations. Subject to Section
12 the Grantor shall remain obligated hereunder, and the Pledged Assets shall remain subject to
the security interests granted hereby, at all times until termination of this Agreement without
limitation and without any reservation of rights against the Grantor, and without notice to or
further assent by the Grantor, notwithstanding:



          (a) the termination of any demand for payment of any of the Secured Obligations by any of the
Secured Parties in accordance with the terms of any other Loan Documents;




          (b) any renewal, extension, amendment, modification, refinancing, acceleration, compromise,
waiver, surrender, or release, in whole or in part, or partial invalidity or unenforceability, of
any Loan Documents;




          (c) any change in the time, manner, place, amount or currency of payment of the Secured
Obligations;




          (d) any action (or failure to take any action) by Secured Parties under or in respect of any
Loan Documents in the exercise of any remedy, power or privilege contained therein or at law,
equity or otherwise, or waiver of any remedy, power, privilege or extension of the time for
performance of any obligation under any Loan Documents; and




          (e) the sale, exchange, waiver, surrender or release of any guaranty, right to setoff or other
collateral security at any time held by the Collateral Agent in its name or for the benefit of the
Secured Parties for the payment of the Secured Obligations.




     9.1 Upon request of the Collateral Agent (acting on the instructions of the Applicable
Representative) or if any Additional Agreement is executed, the Grantor shall, at its expenses, (i)
amend Schedule A, in form and substance satisfactory to the Collateral Agent, so that the
description of the Secured Obligations can be adjusted to reflect any changes on the terms and
conditions thereof or the terms and conditions of any Additional Agreement; (ii) effectively
register such amendment, within 20 (twenty) days of the execution date thereof, as required by
Section 3 hereof and (iii) promptly after such registration, deliver to the Collateral Agent
evidence of such registration in form and substance satisfactory to the Collateral Agent acting on
the instructions of the Applicable Representative.



     10. Certain Waivers by the Grantor. No Secured Party shall have any obligation to
protect, secure, perfect or insure any Lien at any time held as security for the Secured
Obligations



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or any property subject thereto, except as required by applicable law with respect to
any Pledged Assets.




     11. Pursuit of Rights and Remedies against the Grantor. When pursuing its rights and
remedies hereunder against the Grantor, the Collateral Agent (directly or through any of its
respective agents, successors or assignees) may, but shall be under no obligation (except as
required by applicable law) to pursue such rights and remedies as it may have against any third
party or against any collateral security for or guaranty of the Secured Obligations or any right of
offset with respect thereto, and any failure by the Collateral Agent (directly or through any of
its respective agents, successors or assignees) to pursue such other rights or remedies or to
collect any payments from such third party or to realize upon any such collateral security or
guaranty or to exercise any such right to setoff, or any release of such third party or of any such
collateral security or guaranty or right of offset, shall not relieve Grantor of any liability
hereunder, and shall not impair or affect the rights and remedies, whether express, implied or
resulting from applicable law, of the Secured Parties.



     12. Termination and Release. The security interests constituted by this Agreement
shall be released and cancelled, and this Agreement terminated: (a) by the Collateral Agent (acting
on the instructions of the Applicable Representative) at the request and cost of the Grantor, upon
the Secured Obligations being irrevocably paid or discharged in full and none of the Secured
Parties (directly or through any of their respective agents, successors or assignees) being under
any further actual or contingent obligation to make advances or provide other financial
accommodation to the Grantor or any other person under any of the Loan Documents; or (b) in
accordance with, and to the extent required by, the Intercreditor Arrangements (to the extent it is
possible to give effect to such arrangements under Brazilian law). Upon the Grantor’s request and
at the Grantor’s expense, the Collateral Agent (on written instruction from the Applicable
Representative) shall promptly execute and deliver to the Grantor all documents necessary to
evidence such termination and release in accordance with this Section 12.



     13. Cumulative Remedies. The rights, powers and remedies of the Collateral Agent and
the Secured Parties under this Agreement are cumulative and shall be in addition to all rights,
powers and remedies available to the Collateral Agent and the Secured Parties pursuant to any other
Loan Documents and at law, in equity or by statute and may be exercised successively or
concurrently without impairing the rights of the Collateral Agent and the Secured Parties
hereunder.



     14. Waivers and Amendments. This Agreement and its provisions shall only be modified,
amended, supplemented or waived with the written consent of the Grantor and the Collateral Agent.



     15. Severability. If any provision of this Agreement shall be held to be invalid,
illegal or unenforceable under applicable law, such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability, and shall not affect any other
provisions hereof or the validity, legality or enforceability of such provision in any other
jurisdiction. The security interest created hereby shall, to the extent permitted under applicable
law and subject to any Liens permitted by the Loan Documents, constitute a continuing first
priority Lien on and



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perfected first priority security interest in the Pledged Assets, in each case
enforceable against the Grantor in accordance with its terms.




     16. Delegation. The Collateral Agent and any receiver 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) on such terms and conditions as it shall see
fit which delegation shall not preclude either the subsequent exercise, any subsequent delegation
or any revocation of such power, authority or discretion by the Collateral Agent or the receiver
itself. Under the terms of Clause 18 below, in case of delegation, the delegates will be directly
liable for their acts and omissions and the Collateral Agent will be held harmless by such
delegate for any losses, claims, expenses and liabilities in connection thereto.



     17. Indemnity. To the extent set out in Section 4.11 of the First Lien Intercreditor
Agreement, the Grantor shall, notwithstanding any release or discharge of all or any part of the
security, indemnify the Collateral Agent, its agents, its attorneys, any delegate and any receiver
against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes and costs
which it may sustain as a consequence of any breach by the Grantor 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 Pledged Assets.



     18. No Liability. None of the Collateral Agent, its nominee(s) or any receiver or
delegate appointed pursuant to this Agreement shall be liable by reason of (a) taking any action
permitted by this Agreement or (b) any neglect or default in connection with the Pledged Assets or
(c) the taking possession or realisation of all or any part of the Pledged Assets, except to the
extent provided in the Principal Finance Documents. In case of a delegation of powers, authorities
and discretions under the terms of Clause 16 above, the Collateral Agent is hereby expressly
exempted of any liability arising out of the delegates’ acts or omissions, with respect to which
the delegates shall be held directly liable.



     19. No Impairment of Other Security Interests. The security provided for in this
Agreement shall be in addition to and shall be independent from every other security that the
Secured Parties (collectively or individually) may at any time hold for any of the Secured
Obligations.



     20. Complete Agreement; Successors and Assignees. This Agreement is intended by the
parties as the final expression of their agreement regarding the subject matter hereof and as a
complete and exclusive statement of the terms and conditions of such agreement. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assignees.



     21. Governing Law; Jurisdiction. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of Brazil. The Grantor irrevocably submits to the
jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action
or proceeding to resolve any dispute or controversy related to or arising from this Agreement and
the Grantor irrevocably agrees that all claims in respect of such action or proceeding may be



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heard and determined in such courts, with the waiver of the jurisdiction of any other court, however
privileged it may be.




     22. No Duty on Collateral Agent’s Part. The powers conferred on the Collateral Agent
hereunder are solely to protect the interests of the Secured Parties’ in the Pledged Assets and
shall not impose any duty upon the Collateral Agent to exercise or on the Secured Parties to cause
the Collateral Agent to exercise any such powers.



     23. Notices. All notices and other communications provided under this Agreement shall
be served in accordance with the provisions of the First Lien Intercreditor Agreement.



     24. Specific Performance. For the purposes hereof, the Collateral Agent, acting as
representative of the Secured Parties, may seek the specific performance of the Secured
Obligations, as provided in the Brazilian Civil Procedure Code.



     25. Intercreditor Arrangement’s Provision. This Agreement is subject to the terms of
the Intercreditor Arrangements. In the event of a conflict between the terms of this Agreement and
the Intercreditor Arrangements, the terms of the Intercreditor Arrangements will prevail.



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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed in three (3)
counterparts of equal form and content for one sole purpose in the presence of the undersigned
witnesses.


The Bank of New York Mellon as Collateral Agent acting as agent of and for the
benefit of the Secured Parties




	 	 	 

	By: Marcos Canecchio Ribeiro 

Title: attorney-in-fact

	 	/s/ Marcos Canecchio Ribeiro





Closure Systems International (Brazil) Sistemas de Vedação Ltda.




	 	 	 

	By: Guilherme Rodrigues Miranda 

Title: officer

	 	/s/ Guilherme Rodrigues Miranda






	 	 	 

	WITNESSES:
	 	 
	 
	 	 
	/s/ Maria Celna Missias de Cruz

	 	/s/ ILLEGIBLE
	 

	 	 
	Name: Maria Celna Missias de Cruz

	 	Name: /s/ ILLEGIBLE
	ID:

	 	ID:






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SCHEDULE A




Description of the Secured Obligations under the Loan Documents



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





	 	(i)	 	a senior secured U.S. term loan facility in an aggregate principal amount not
in excess of US$1,035,000,000 with an interest rate equivalent to the Applicable Margin
plus (a) (i) the greater of 2.00% per annum and (ii) (x) the LIBO Rate in effect for
such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate; which
shall be repaid in full on November 5, 2015 (subject to prepayment and acceleration
provisions);
	 
	 	(ii)	 	an European term loan facility in an aggregate principal amount of
approximately €250,000,000 with an interest rate equivalent to the Applicable Margin
plus (a) (i) the greater of 2.00% per annum and (ii) (x) the EURIBO Rate in effect for
such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in
Euro, the Foreign Base Rate; which shall be repaid in full on November 5, 2015 (subject
to prepayment and acceleration provisions);
	 
	 	(iii)	 	a senior secured U.S. revolving loan facility in an aggregate principal amount
of approximately US$120,000,000, which principal amounts include sub-limits for letter
of credit facilities with an interest rate equivalent to the Applicable Margin plus (a)
(i) the greater of 2.00% per annum and (ii) (x) the LIBO Rate in effect for such
Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate; which shall
be repaid in full on November 5, 2014 (subject to prepayment and acceleration
provisions);
	 
	 	(iv)	 	and European revolving loan facility in an aggregate principal amount of
approximately €80,000,000, which principal amounts include sub-limits for letter of
credit facilities with an interest rate equivalent to the Applicable Margin plus (a)
(i) the greater of 2.00% per annum and (ii) (x) the EURIBO Rate in effect for such
Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in
Euro, the Foreign Base Rate; which shall be repaid in full on November 5, 2014 (subject
to prepayment and acceleration provisions); and
	 
	 	(v)	 	incremental loan facilities in a principal amount up to US$400,000,000 with an
interest rate equivalent to the rates set forth in clauses (i) through (iv) above, as
applicable to the incremental loan facility; which shall be repaid in full as set forth
in clauses (i) through (iv) above, as applicable to the incremental loan facility or
such other as set out in the relevant Incremental Assumption Agreement, which date shall




1









 






	 	 	 	be earlier than the dates set forth above as applicable to the incremental loan
facility(subject to prepayment and acceleration provisions);




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




Definitions



For the purpose of this item “I” of this Schedule A all capitalized terms used and not
otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Credit
Agreement.







2









 








II — Description of the Obligations Under the Note Documents



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





	 	(i)	 	the due and punctual payment of:






	 	(a)	 	(A) US$1,125,000,000 aggregate principal amount on the notes due
2016 and interest at the rate of 7.75% per annum (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the, when and as due, whether at maturity, by acceleration, upon one or more
dates set for prepayment or otherwise; and (B) €450,000,000 aggregate principal
amount of notes due 2016 and interest at the rate of 7.75% per annum (including
interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise; and
	 
	 	(b)	 	all other monetary obligations of any Issuer to any of the
Secured Parties under the Senior Secured Note Documents, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding.






	 	(ii)	 	the due and punctual performance of all other obligations of the Issuers under or
pursuant to the Senior Secured Note Documents; and
	 
	 	(iii)	 	the due and punctual payment and performance of all the obligations of each other
obligor under or pursuant to the Senior Secured Note Documents.




3









 











SCHEDULE B



List of Pledged Inventory




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Dec-09	 
	Inventories	 	 	 	 	in USD	 	 	in R$	 
	Raw Material	 	PP
	 	 	460,008.67	 	 	 	801,381.11	 
	 	 	 	 	PE
	 	 	162,601.83	 	 	 	283,268.65	 
	 	 	 	 	Liner
	 	 	255,940.40	 	 	 	445,873.77	 
	 	 	 	 	Masterbatch
	 	 	247,127.97	 	 	 	430,521.63	 
	 	 	 	 	 
	 	 	1,125,678.87	 	 	 	1,961,045.16	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	WIP	 	28mm
	 	 	39,438.97	 	 	 	68,706.63	 
	 	 	 	 	Edible oil
	 	 	41,690.38	 	 	 	72,628.81	 
	 	 	 	 	Sport lok
	 	 	6,449.12	 	 	 	11,235.01	 
	 	 	 	 	Pharma
	 	 	—	 	 	 	—	 
	 	 	 	 	 
	 	 	87,578.47	 	 	 	152,570.45	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Finished Goods	 	28mm
	 	 	1,215,835.77	 	 	 	2,118,107.49	 
	 	 	 	 	Edible oil
	 	 	710,445.92	 	 	 	1,237,667.84	 
	 	 	 	 	Sport lok
	 	 	437,676.70	 	 	 	762,476.58	 
	 	 	 	 	26mm
	 	 	11,841.01	 	 	 	 	 
	 	 	 	 	Pharma
	 	 	194,764.29	 	 	 	339,298.87	 
	 	 	 	 	Scrap
	 	 	72,065.69	 	 	 	125,545.64	 
	 	 	 	 	Import in transit
	 	 	1,830,696.81	 	 	 	3,189,256.91	 
	 	 	 	 	 
	 	 	4,473,326.19	 	 	 	7,772,353.33	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Spare parts and Operational Items	 	 
	 	 	2,507,081.28	 	 	 	4,367,586.30	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Total	 	 
	 	$	8,193,664.81	 	 	R$	14,253,555.24	 






4









 






SCHEDULE C



List of Material Equipment (value equal to net book value)




	 	 	 	 	 	 	 
	Equipment Code	 	Description	 	value	 	Location
	BP 08 0002

	 	Two sets of Xtra
Lok mini 1881
molder tools, one
set of Xtra Lok
mini tools for
scoring-liner and
one for printer for
the launching of
Xtra Lok mini 28mm
1881 closure for
packages up to 2.5
liters in the
Brazilian market
	 	R$1,580,261.92
	 	Alphaville plant
	 
	 	 	 	 	 	 
	BP 09 0001

	 	Two sets of Xtra
Lok mini 1881
molder tools, one
set of Xtra Lok
mini tools for
Scoring-Liner and
cap feeder system
	 	R$1,377,430.57
	 	Alphaville plant






5









 






SCHEDULE D




FORM OF AMENDMENT TO PLEDGE AGREEMENT OVER INVENTORY, EQUIPMENT AND OTHER ASSETS




     This [__] Amendment to Pledge Agreement Over Inventory, Equipment and Other Assets (the
“Amendment”) is made as of [___] by and among:



     (a) Closure Systems International (Brazil) Sistemas de Vedação Ltda., a limited
liability company duly organized and existing in accordance with the laws of Brazil, with its
registered office in the City of Barueri, State of São Paulo, at Alameda Araguaia, no 1.819-1.889,
enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no
09.074.885/0001-48, herein represented in accordance with its Charter Documents (together with its
successors and permitted assignees, “Grantor”); and



     (b) The Bank of New York Mellon, a financial institution duly organized and existing
under the laws of the State of New York, with its registered office at, One Wall Street, New York,
New York, acting exclusively in the capacity as collateral agent of and for the benefit of the
Secured Parties under the First Lien Intercreditor Agreement (together with its successors and
permitted assignees in such capacity, the “Collateral Agent”);.



     WHEREAS, on [-] the Grantor and the Collateral Agent entered into a Pledge Agreement Over
Inventory, Equipment and Other Assets (as amended or supplemented from time to time, the
“Agreement”), which has been registered with the [-Real Estate Registry (Cartório de
Registro de Imóveis) of the cities of of Barueri, Brazil and [-], under Nrs.. [-] and [-]
respectively; and



     WHEREAS, it is a requirement under the Agreement that the parties enter into Amendments in
order to extend the Lien created under the Agreement to any Additional Pledged Equipment.



     NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained
herein, the parties hereto agree as follows:



     1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendment
shall have the meanings ascribed to them in the Agreement or, if not defined therein, in the First
Lien Intercreditor Agreement (as defined in the Agreement).



     2. Pledge; Grant of Security Interest.



6









 





          (a) In order to secure the full and prompt payment and performance when due (whether at the
stated maturity, by acceleration or otherwise) of all the Secured Obligations, which, for purposes
of Article 1,424 of Brazilian Federal Law number 10,406 of January 10, 2002 (“Brazilian Civil
Code”), are described in Schedule A to the Agreement (and which the Grantor hereby
acknowledges and recognizes for all legal purposes), and all of the obligations of the Grantor
under the Agreement and hereunder (collectively, the “Secured Obligations”), the Grantor
hereby pledges to the Collateral Agent, for the benefit of Secured Parties, hereby represented by
the Collateral Agent, pursuant to the provisions of Articles 1,431 et seq. (including Article
1,447) of the Brazilian Civil Code, the following assets: all of the Grantor’s equipment and assets
described in Schedule B hereto and any proceeds and products relating to or arising from the
equipment and assets referred above, including any proceeds or product hereafter received upon the
sale, exchange, lease or any disposition of any such equipment and assets (collectively, the
“Pledged Assets”).




          (b) The Grantor shall keep the Pledged Assets as a depositary (depositário) representing and
accepting all the charges and liabilities in accordance with the terms hereof and with the
applicable legislation, including those of Article 627 et. seq. of the Brazilian Civil Code, for
the safeguarding and maintenance of the Pledged Assets, for as long as this Agreement is in full
force and effect.




          (c) As a consequence of the pledge of the Additional Pledged Equipment pursuant to this
Amendment, Schedule C of the Agreement is hereby amended and shall read as stated in the Annex
hereto, which, upon registration of this Amendment as set forth in Section 3 below, shall replace
any Schedule C of the Agreement.




     3. Registration of this Amendment. The Grantor, at its expenses, shall within 20
(twenty) days from the execution date hereof, (i) cause the signature of the parties who have
signed this Amendment outside Brazil to be notarized by a public notary and consularized at the
nearest Brazilian consulate, (ii) cause this Amendment to be translated into Portuguese by a sworn
translator (tradutor público juramentado), and (iii) effectively register this Amendment together
with its sworn translation (tradução juramentada) with the real estate registries (x) Cartório de
Registro de Imóveis, Títulos e Documentos e Civil de Pessoas Jurídicas of Barueri, state of São
Paulo; and (y) Tabelionato de Notas e Protestos e Registro de Imóveis of Itapissuma, state of
Pernambuco, whenever there are Pledged Assets or Additional Pledged Assets in that place. The
Grantor shall promptly after such registrations deliver to the Collateral Agent evidence of such
registrations in form and substance satisfactory to the Collateral Agent.


Notwithstanding the foregoing, the Collateral Agent, at its sole discretion, may decide to
undertake any of the registrations, translations, filings and other formalities described herein if
Grantor fails to do so, whereupon the Grantor shall reimburse the Collateral Agent promptly of any
and all costs and expenses incurred by it related to such registrations, translations, filings and
other formalities in accordance with the provisions of the Principal Finance Documents.





7









 








     4. Representations and Warranties. As set forth under Section 4 of the Agreement, the
Grantor represents and warrants to the Secured Parties as of the date hereof (with the same effect
as though made on and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date), and subject to the provisions of the Principal Finance
Documents that the representations and warranties made by the Grantor as Loan Party in Section 3.01
(Organization; Powers), 3.02 (Authorization), 3.03 (Enforceability), 3.06 (No Material Adverse
Change), 3.09 (Litigation, Compliance with Laws), 3.10 (Agreements), 3.19 (Security Documents) and
3.22 (Solvency) of the Credit Agreement, are true and accurate as regards the Grantor and this
Agreement (or any amendment, as the case may be), and that:



          (a) (i) the Annex hereto completely and accurately sets forth all the Material Equipment
currently held by the Grantor and (ii) the Grantor is the legal and record owner of all the Pledged
Equipment, free of any and all Liens, except for the Lien created hereunder and those permitted
under the Principal Finance Documents; and




          (b) the power of attorney executed by the Grantor in connection with the Agreement has been
duly and validly executed and delivered and gives the Collateral Agent the rights and authority it
purports to give.




     5. Effectiveness of the Agreement. All the provisions of the Agreement not expressly
altered as a result of this Amendment shall remain in full force and effect.



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


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



Closure Systems International (Brazil) Sistemas de Vedação Ltda.




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



8









 






	 	 	 	 	 


The Bank of New York Mellon, as Collateral Agent acting as agent of and for the
benefit of the Secured Parties




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 

	WITNESSES:
 
	 	 
	 

	 	 
	Name:

	 	Name:
	ID:

	 	ID:







9