exv4w85






EXHIBIT 4.85




			
	 	 	 
	 
	 	 
	   
	 	






REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.




AS PLEDGOR



AND



THE BANK OF NEW YORK MELLON



AS COLLATERAL AGENT



 





PLEDGE OVER BANK ACCOUNTS



(SOCIETE GENERALE BANK & TRUST)



 




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










 









 








CONTENTS




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






 









 





THIS PLEDGE AGREEMENT has been entered into
on 5 November 2009




BETWEEN





	(1)	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) 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, in the process of being registered with the register of commerce
and companies of Luxembourg (the “Pledgor”); and
	 
	(2)	 	THE BANK OF NEW YORK MELLON, acting for itself and as collateral agent as appointed
under the First Lien Intercreditor Agreement (as defined below) for the benefit of the Secured
Parties (as defined below), together with its successors and permitted assigns in such
capacity (the “Collateral Agent”),





WHEREAS:





	(A)	 	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, 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 (as defined below).
	 
	(B)	 	Pursuant to an indenture (the “Senior Secured Note Indenture”) dated on or about the date
hereof and entered into between the Issuers (as defined below), 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, certain notes have been issued
by the Issuers.
	 
	(C)	 	On or about the date hereof, the Collateral Agent, The Bank of New York Mellon, as trustee
under the Senior Secured Note Indenture, Credit Suisse, as administrative agent under the
Credit Agreement, and the Loan Parties (as defined below), entered into an intercreditor
agreement (the “First Lien Intercreditor Agreement”) as amended, novated, supplemented,
restated or modified from time to time.
	 
	(D)	 	As a condition precedent to any borrowing under the Credit Agreement and the Senior Secured
Note Indenture, the Pledgor has agreed, for the payment and discharge of and as security for
all of the Secured Obligations as defined herein, to enter into this pledge agreement (the
“Pledge Agreement”) which the Pledgor declares to be in its best corporate interest.




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IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Unless defined in this Pledge Agreement or the context otherwise requires, a term
defined in the First Lien Intercreditor Agreement has the same meaning in this Pledge
Agreement and in any notice given under this Pledge Agreement.
	 
	1.2	 	In this Pledge Agreement:
	 
	 	 	“Applicable Representative” has the meaning ascribed to such term in the First Lien
Intercreditor Agreement.
	 
	 	 	“Account Bank” means Société Générale Bank & Trust with registered address at 11, avenue
Emile Reuter, L-2420 Luxembourg, Grand-Duchy of Luxembourg, and any bank or financial
institution with whom is opened a Future Account.
	 
	 	 	“Account” means the bank account with the roots number 61-332094 and in particular IBAN LU29
061 332094 2600 EUR opened in the name of the Pledgor with the Account Bank (including any
sub-account, renewal, redesignation or replacement thereof) as well as any bank account of
the Pledgor to be opened in the future (the “Future Account”).
	 
	 	 	“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.
	 
	 	 	“Borrowers” shall mean the “Borrowers” under, and as defined in, the Credit Agreement from
time to time.
	 
	 	 	“Business Day” has the meaning ascribed to such term in the Credit Agreement.
	 
	 	 	“Event of Default” shall mean an “Event of Default” under, and as defined in, the First Lien
Intercreditor Agreement.
	 
	 	 	“Financial Collateral Law” means the Luxembourg law of 5 August 2005 on financial collateral
arrangements.
	 
	 	 	“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.
	 
	 	 	“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.





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	 	 	“Loan Parties’ Agent” shall mean Reynolds Group Holdings Limited (formerly known as Rank
Group Holdings Limited).
	 
	 	 	“Pledged Account Claims” means any claim to the credit balance of the Account as well as any
other claim the Pledgor may have against the Account Bank in relation to the Account
regardless of the nature thereof, including, for the avoidance of doubt, any pecuniary claim
for the payment of the relevant credit balance as well as any other pecuniary claim,
regardless of the nature thereof in relation to the Account, including, for the avoidance of
doubt, any pecuniary claim for the payment of the interests paid into the Account.
	 
	 	 	“Principal Finance Documents” means the Credit Agreement, the Senior Secured Note Indenture,
the Intercreditor Arrangements and any Additional Agreement.
	 
	 	 	“Rights of Recourse” means all and any rights, actions and claims the Pledgor may have
against any Loan Party or any other person having granted security or given a guarantee for
the Secured Obligations, arising under or pursuant to the enforcement of the present Pledge
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.
	 
	 	 	“Secured 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 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 (including, for the
avoidance of doubt, any liability in respect of any further advances made under the Loan
Documents or resulting from an amendment or an increase of the principal amount of the
Facilities), 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 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
First Lien Intercreditor Agreement.
	 
	1.3	 	This Pledge 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.
	 
	1.4	 	In this Pledge Agreement, any reference to (a) a “Clause” is, unless otherwise
stated, a reference to a Clause hereof and (b) to any agreement (including this Pledge
Agreement, the First Lien Intercreditor Agreement and the Credit Agreement or any other Loan
Document) is a reference to such agreement as amended, varied, modified or supplemented
(however fundamentally) from time to time. Clause headings are for ease of reference only.





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	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.
	 
	2.	 	PLEDGE OVER PLEDGED ACCOUNT CLAIMS
	 
	2.1	 	The Pledgor pledges the Pledged Account Claims in favour of the Collateral Agent
acting for itself and as collateral agent for the benefit of the Secured Parties, who accepts,
as first-priority pledge (gage) (subject to any Liens permitted pursuant to Section 6.02 (u)
of the Credit Agreement) (the “Pledge”) for the due and full payment and discharge of all of
the Secured Obligations.
	 
	2.2	 	The Pledgor shall no later than the next following business day, (1) upon the
execution of this Pledge Agreement, and, as the case may be, (2) upon opening of any Future
Account, notify this Pledge to the Account Bank, such notice to be in the form set-out in
Schedule 1 or any other form as agreed by the Collateral Agent and the Pledgor, and undertakes
to use reasonable endeavours to obtain within 5 Business Days a duly executed acknowledgement
(in the form set-out in Schedule 2 hereto or any other form as agreed by the Collateral Agent
and the Pledgor) from the Account Bank.
	 
	2.3	 	Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises
and empowers the Collateral Agent to take or to cause any formal steps to be taken for the
purpose of perfecting the present Pledge, if the Pledgor has failed to comply with such
perfection step within 10 Business Days of being notified of that failure and, for the
avoidance of doubt, subject to the Agreed Security Principles, undertakes to take any such
steps itself if so directed by the Collateral Agent.
	 
	2.4	 	The Pledgor undertakes that during the subsistence of this Pledge Agreement it will
not grant any pledge with lower rank without the prior approval of the Collateral Agent except
as contemplated under the Principal Finance Documents.
	 
	3.	 	OPERATION OF ACCOUNT
	 
	 	 	Unless an Event of Default has occurred and is continuing, the Account shall not be blocked
and, without prejudice to the security interest created pursuant to this Pledge Agreement,
the Pledgor shall be allowed to continue to operate the Account and exercise all rights and
powers in respect of the Account. Following the occurrence of an Event of Default and
provided that such Event of Default is continuing, this authorisation may at any moment be
revoked by the Collateral Agent by giving written notice to the Account Bank, with a copy to
the Pledgor.
	 
	4.	 	PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS
	 
	4.1	 	The Pledgor hereby represents to the Collateral Agent that, as of the date hereof,
except as permitted under the Principal Finance Documents:






	 	4.1.1	 	no counterclaims as to which a right to set-off or right of retention could
be exercised exist with respect to the Pledged Account Claims except those permitted to
exist under the Principal Finance Documents; and





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	 	4.1.2	 	confirms to the Collateral Agent the representations contained in Section
3.02, 3.03 and 3.19 of the Credit Agreement.






	4.2	 	Unless permitted by the terms of the Principal Finance Documents, except with the
Collateral Agent’s prior written consent, the Pledgor shall not:






	 	4.2.1	 	sell or otherwise dispose of all or any of its rights, title and interest in
the Pledged Account Claims or the Account (and, in particular, close the Account); or
	 
	 	4.2.2	 	create, grant or permit to exist (a) any encumbrance or security interest
over or (b) any restriction on the ability to transfer or realise all or any part of
the Pledged Account Claims or the Account (other than, for the avoidance of doubt, the
Pledge, any liens or privileges arising mandatorily by law and any liens permitted
under sub-Section 6.02 (u) (Banker’s Liens) of the Credit Agreement).






	4.3	 	The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during
the subsistence of this Pledge Agreement:






	 	4.3.1	 	it will ensure that no counterclaims, as to which a right to set-off or
right of retention could be exercised, will exist with respect to the Pledged Account
Claims except those permitted to exist under the Principal Finance Documents;
	 
	 	4.3.2	 	it shall cooperate with the Collateral Agent and sign or cause to be signed
all such further documents and take all such further action as the Collateral Agent may
from time to time reasonably request to perfect and protect this Pledge or to exercise
its rights under this Pledge Agreement;
	 
	 	4.3.3	 	it shall act in good faith and, unless otherwise permitted by the Principal
Finance Documents, not knowingly take any steps nor do anything which would adversely
affect the existence of the Pledge created hereunder;
	 
	 	4.3.4	 	it shall inform the Collateral Agent as soon as possible in case the Pledge
is prejudiced or jeopardised by actions of third parties (including, but without being
limited to, by attachments). Such information shall be accompanied, in case of any
attachment, by a copy of the order for attachment, as well as all documents required
for the filing of an objection against the attachment, and, in case of any other
actions by third parties, by copies evidencing which actions have or will be taken,
respectively, as well as all documents required for the filing of an objection against
such actions. The Pledgor shall further be obliged to inform as soon as possible the
attaching creditors or other third parties asserting rights with respect to the Account
in writing of the existence of the Pledge. Subject to Clause 11 (Costs and Expenses)
hereof, all reasonable and adequately documented costs and expenses for any actions of
intervention and measures of the Collateral Agent shall be borne by the Pledgor. This
shall also apply to the institution of legal action, which the Collateral Agent may
consider necessary; and





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	 	4.3.5	 	it shall notify the Collateral Agent as soon as possible of any event or
circumstance which would have a material adverse effect on the validity or
enforceability of this Pledge Agreement.






	5.	 	POWER OF ATTORNEY
	 
	5.1	 	The Pledgor irrevocably appoints the Collateral Agent to be its attorney and in its
name and on its behalf to execute, deliver and perfect all documents and do all things that
the Collateral Agent 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 Collateral Agent or the Secured Parties by this Pledge Agreement or by law, it being
understood that the enforcement of the pledge over the Pledged Account Claims must be carried
out as described in Clause 6 (Remedies upon Default) hereunder. The powers under this Clause
5.1 shall only be exercised upon the occurrence of an Event of Default and provided that such
Event of Default is continuing, or if the Pledgor has failed to comply with a further
assurance or any perfection obligation hereunder within 10 Business Days of being notified of
that failure.
	 
	5.2	 	The Pledgor shall ratify and confirm all things done and all documents executed by
the Collateral Agent in the exercise of that power of attorney.
	 
	5.3	 	The Collateral Agent shall not be obliged to exercise the powers conferred upon it by
the Pledgor under this Clause 5.1 unless and until it shall have been (a) instructed to do so
by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its
satisfaction.
	 
	6.	 	REMEDIES UPON DEFAULT
	 
	6.1	 	Upon the occurrence of an Event of Default and provided that such Event of Default is
continuing, the Collateral Agent shall be entitled to realise the Pledged Account Claims in
the most favourable manner provided for by Luxembourg law and in particular the Financial
Collateral Law. In particular, but without limitation, the Collateral Agent shall be entitled
to request direct payment of the Pledged Account Claims from the Account Bank and the
Collateral Agent may proceed to a set-off between the Pledged Account Claims and the Secured
Obligations in accordance with the terms of Article 11(3) and 11(1) (d) of the Financial
Collateral Law.
	 
	6.2	 	The Collateral Agent shall apply the proceeds of the enforcement in or towards the
discharge of the Secured Obligations, in accordance with the terms of the Loan Documents.
	 
	6.3	 	For the purpose of enforcing this Pledge, the Collateral Agent shall be irrevocably
empowered and authorised to proceed to the temporary closure (arrêté de compte) of the Account
as well as to any other administrative arrangements necessary for the enforcement of the
Pledge.
	 
	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





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	 	 	part of the Secured Obligations and shall remain in full force and effect until it has been
discharged in accordance with the terms of Clause 7.2 of this Pledge Agreement.
	 
	7.2	 	The security constituted by this Pledge Agreement shall be released and cancelled (a)
by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations
being irrevocably paid or discharged in full and none of the Secured Parties being under any
further actual or contingent obligation to make advances or provide other financial
accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in
accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
	 
	7.3	 	The Pledge shall be cumulative, in addition to, and independent of every other
security which the Collateral Agent and Secured Parties may at any time hold as security for
the Secured 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 Collateral Agent and the Secured Parties may now
or at any time in the future have in respect of the Secured Obligations.
	 
	7.4	 	This Pledge shall not be prejudiced by any time or indulgence granted to any person,
or any abstention or delay by the Secured Parties or the Collateral Agent or the Secured
Parties in perfecting or enforcing any security interest or rights or remedies that the
Secured Parties or the Collateral Agent may now or at any time in the future have from or
against the Pledgor or any other person.
	 
	7.5	 	No failure on the part of the Collateral 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.
	 
	7.6	 	Neither the obligations of the Pledgor contained in this Pledge Agreement nor the
rights, powers and remedies conferred upon the Collateral 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:






	 	7.6.1	 	any amendment to, or any variation, waiver or release of, any Secured
Obligation or of the obligations of any Obligor under any other Loan Documents;
	 
	 	7.6.2	 	any failure to take, or fully to take, any security contemplated by the Loan
Documents or otherwise agreed to be taken in respect of the Secured Obligations;
	 
	 	7.6.3	 	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 Secured
Obligations; or
	 
	 	7.6.4	 	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




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	 	 	 	upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the
Pledge or by law.






	7.7	 	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.
	 
	7.8	 	Subject to the terms of the Principal Finance Documents, neither the Secured Parties
nor Collateral Agent or any of their agents shall be liable by reason of (a) taking any action
permitted by this Pledge Agreement or (b) any neglect or default in connection with the
Pledged Account Claims or the Account or (c) the realisation of all or any part of the Pledged
Account Claims or the Account, except in the case of bad faith, gross negligence or wilful
misconduct upon their part.
	 
	8.	 	INDEMNITY
	 
	 	 	To the extent set out in Section 4.11 of the First Lien Intercreditor Agreement, the Pledgor
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, expenses, demands, taxes, and costs which it may
sustain as a consequence of any breach by the Pledgor of the provisions of this Pledge
Agreement, the exercise or purported exercise of any of the rights and powers conferred on
them by this Pledge Agreement or otherwise relating to the Pledged Account Claims.
	 
	9.	 	DELEGATION
	 
	 	 	Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by
Luxembourg law), each of the Collateral Agent shall have full power to delegate (either
generally or specifically) the powers, authorities and discretions conferred on it by this
Pledge 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
itself.
	 
	10.	 	RIGHTS OF RECOURSE
	 
	10.1	 	For as long as the Secured Obligations are outstanding and have not been
unconditionally and irrevocably paid and discharged in full or the Collateral Agent or the
Secured Parties have any obligations under the Loan Documents, 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.
	 
	10.2	 	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 Collateral Agent or the Secured Parties or any third party following
or in connection with, the enforcement of any security granted in connection with the Secured
Obligations.




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	10.3	 	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).
	 
	11.	 	PARTIAL ENFORCEMENT
	 
	 	 	Subject to Clause 6 (Remedies upon Default), the Collateral Agent shall be entitled to
request enforcement of the Pledge over all or part of the Pledged Account Claims 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 Account
Claims, as it then shall be. The Pledge shall continue to remain in full and valid existence
until enforcement, discharge or termination hereof, as the case may be.
	 
	12.	 	COSTS AND EXPENSES
	 
	 	 	Section 9.05 (Expenses, Indemnity) of the Credit Agreement applies to this Pledge Agreement.
	 
	13.	 	CURRENCY CONVERSION
	 
	 	 	Without prejudice to the terms of the Loan Documents, for the purpose of, or pending the
discharge of, any of the Secured Obligations the Collateral 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 Collateral Agent (acting reasonably) may think fit and
any such conversion shall be effected at the Collateral Agent’s spot rate of exchange for the
time being for obtaining such other currency with the first currency.
	 
	14.	 	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 the First Lien Intercreditor Agreement.
	 
	15.	 	SUCCESSORS
	 
	15.1	 	This Pledge Agreement shall remain in effect despite any amalgamation or merger
(however effected) relating to the Secured Parties or the Collateral Agent and references to
the Secured Parties or the Collateral Agent shall be deemed to include any assignee or
successor in title of the Secured Parties or the Collateral Agent and any person who, under
any applicable law, has assumed the rights and obligations of the Secured Parties or the
Collateral Agent hereunder or to which under such laws the same have been transferred or
novated or assigned in any manner.
	 
	15.2	 	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 Loan Documents and in particular Clause 14.1 hereof,
the Secured Parties and the Collateral Agent hereby expressly reserves 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 Secured Obligations or any other
rights arising under the Loan Documents.





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	15.3	 	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 Collateral Agent to make any notifications and/or to
proceed to any required registrations, or to take any other steps, and undertakes to do so
himself if so requested by the Collateral Agent.
	 
	16.	 	AMENDMENTS AND PARTIAL INVALIDITY
	 
	16.1	 	Changes to this Pledge Agreement and any waiver of rights under this Pledge
Agreement shall require written form.
	 
	16.2	 	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.
	 
	17.	 	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 three originals.




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SCHEDULE 1



NOTICE OF PLEDGE TO THE ACCOUNT BANK



(ON THE LETTERHEAD OF THE PLEDGOR)




Date [•]





			
	To:	 	SOCIETE GENERALE BANK & TRUST

11, avenue Emile Reuter

L-2420 Luxembourg

Grand-Duchy of Luxembourg
	 	 	 
	Copy to:	 	THE BANK OF NEW YORK MELLON

101 Barclay Street, 4E

New York, N.Y. 10286

Attn: International Corporate Trust




Dear Sirs,




Notice of Pledge over Bank Accounts



We refer to the bank account (the “Account”) with root number [___________] and in particular IBAN
LU29 061 332094 2600 EUR opened in our name with your bank.



We hereby give you notice, for the purpose of the Luxembourg law of 5 August 2005 on financial
collateral arrangements, as well as any other applicable laws, if any, of a pledge granted by
ourselves in favour of THE BANK OF NEW YORK MELLON, acting for itself and as collateral agent for
the benefit of the Secured Parties (as defined in the pledge agreement) (the “Collateral Agent”)
over any claim to the credit balance of the Account, as well as any other claim we may have against
your bank in relation to such Account.



We further request you to waive any right of pledge, right of set-off, lien, right of retention,
right of combination of account or any similar right you may have against us or the Bank Accounts,
whether arising by way of contract, general terms and conditions or law.



We kindly ask you to return the attached acknowledgement form, duly executed, to our above address,
with a copy to the Collateral Agent.



Yours sincerely,




REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.




	 	 	 	 	 
	 	  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





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SCHEDULE 2



FORM OF ACKNOWLEDGEMENT

 




(ON THE LETTERHEAD OF THE ACCOUNT BANK)



Date [•]





			
	To:	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

6, Parc d’Activités Syrdall

L-5365 Munsbach

Grand-Duchy of Luxembourg
	 	 	 
	Copy to:	 	THE BANK OF NEW YORK MELLON

101 Barclay Street, 4E

New York, N.Y. 10286

Attn: International Corporate Trust




Dear Sirs,




Notice of Pledge over Bank Accounts



We refer to the notice of pledge dated ___________ and regarding a pledge over bank accounts
entered into between THE BANK OF NEW YORK MELLON as Collateral Agent and REYNOLDS GROUP ISSUER
(LUXEMBOURG) S.A. as Pledgor on ________________ (the “Pledge Agreement”) for the purpose of
creating a pledge over any claim the Pledgor may have to the credit balance in the account as
listed hereunder (the “Account”) opened in the name of the Pledgor with us as Account Bank:





     Account: Root number [__________], and any associated sub-account, in particular IBAN
LU[______________] EUR.


Defined terms in this acknowledgement (the “Acknowledgement”) have the same meaning as in the
Pledge Agreement.



The Account Bank by signing hereunder for acceptance acknowledges and accepts the existence of the
Pledge and takes notice of the terms of the Pledge Agreement and, in particular, of clause 3
(Operating of Account) thereof.



According to this clause 3, the Account Bank has taken notice that Unless an Event of Default has
occurred and is continuing, the Account shall not be blocked and, without prejudice to the security
interest created pursuant to this Pledge Agreement, the Pledgor shall be allowed to continue to
operate the Account and exercise all rights and powers in respect of the Account.






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Following the occurrence of an Event of Default and provided that such Event of Default is
continuing, this authorisation may at any moment be revoked by the Collateral Agent by giving
written notice to the Account Bank (the “Blocking Notice”), with a copy to the Pledgor. The Account
shall be blocked and the Pledgor shall not be allowed to dispose of any Pledged Account Claims or
otherwise make any operations in respect of the Account, except with the prior written consent of
the Collateral Agent.



If at any time the Collateral Agent delivers to the Account Bank a Blocking Notice specifying that
an Event of Default under the Pledge Agreement has occurred and is continuing, this authorization
to operate the Account will automatically be revoked and the Account be blocked one (1) Banking Day
(“Banking Day” meaning any day on which banks are open for business purposes in Luxembourg) after
the receipt of the Blocking Notice. Any transfers, realisations or enforcement that the Account
Bank may conduct in favour of or on behalf of the Collateral Agent shall in any event be limited to
the value of the cash claims, securities and credit balances of the Account on the date of any
transfer, realisation or enforcement.



The Account Bank hereby releases any pledge or lien resulting from the application of its general
terms and conditions or any other agreement over the Account and waives any right of retention,
set-off and, more generally, any rights that may adversely affect the Pledge.



The acceptance of the terms of the Pledge Agreement by the Account Bank does not imply any
obligation for the Account Bank to guarantee any commitments of the Pledgor towards the Collateral
Agent or towards any other party to any other agreement mentioned in the Pledge Agreement. The
Account Bank hereby expressly disclaims any warranty, guarantee, conditions, covenant and
representations regarding any other agreement referred to in the Pledge Agreement as well as
regarding the conformity of the provisions of the Pledge Agreement with Luxembourg law. It is
specifically agreed that the Account Bank shall have no responsibility nor duty to check that the
conditions set out in the Pledge Agreement or any other agreement and defined in these agreements
as “Event of Default” are fulfilled, nor to check that the operation of the Account by the Pledgor
is made according to any agreement mentioned in the Pledge Agreement.



The Pledgor and the Collateral Agent expressly accept that the Account Bank shall not assume any
other obligation than:





	 	•	 	those expressly provided for in this Acknowledgement or in the provisions of
Luxembourg law relating to pledges;






	 	•	 	upon occurrence of an enforcement of the Pledge (clauses 6 and 10 of the Pledge
Agreement), to act according to the actions which the Collateral Agent requests the
Account Bank to take.





In addition to its obligations foreseen in the Pledge Agreement, the Collateral Agent accepts:





	 	•	 	to send to the Account Bank a copy of the notice of Enforcement Event;
	 
	 	•	 	to send all notices foreseen in the Pledge Agreement to the Account Bank by
registered mail or special courier service AND by fax to the following number +352-[...]
before 17:00 (5:00 PM) Luxembourg time.





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The Pledgor and the Collateral Agent hereby acknowledge that the Account Bank shall not be liable
for any loss or damage suffered by the Pledgor or the Collateral Agent, save if such loss or damage
is suffered as a result of wilful misconduct or gross negligence of the Account Bank. The Pledgor
will indemnify the Account Bank and keep the Account Bank indemnified against all reasonable and
duly documented damages, losses, actions, claims, expenses, demands and liabilities which may be
incurred by or made against the Account Bank for anything done or omitted in the exercise or
purported exercise of the powers contained herein other than to the extent that such damages,
losses, actions, claims, expenses, demands and liabilities are incurred or made against the Account
Bank as a result of gross negligence or wilful misconduct of the Account Bank. The indemnity
provisions of clause 8 of the Pledge Agreement shall also be applicable to the Account Bank.



These undertakings are for the benefit of the Account Bank only and shall not in any way affect the
relation between the Pledgor and the Collateral Agent. This Acknowledgement shall in no way affect
the rights of the Collateral Agent or the obligations of the Pledgor under the Pledge Agreement, or
the existence, perfection, continuity or enforceability of the Pledge constituted there under. In
case of discrepancies between the Pledge Agreement and this Acknowledgement, the latter shall
prevail.



The Collateral Agent shall provide us as of the date of the signature of this Acknowledgement with
the name of the signatories authorised to sign the Blocking Notice. In case of any change in this
respect, the Collateral Agent shall inform us of the newly authorised signatories.



This Acknowledgement is governed by and to be construed according to Luxembourg law.



Yours sincerely,




SOCIETE GENERALE BANK & TRUST

as the Account Bank


 



	 	 	 

	 

	 	 
	Name:

	 	Name:
	Title:

	 	Title:






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SIGNATURE PAGE — PLEDGE OVER BANK ACCOUNT (Lux Issuer)




The Collateral Agent




THE BANK OF NEW YORK MELLON

Duly represented by:




	 	 	 	 	 
	 	/s/ Michael Lee
 	 
	 	Name:  	Michael Lee 	 
	 	Title:  	Senior Associate 	 


The Pledgor




REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.



Duly represented by:




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



SIGNATURE PAGE