exv4w118







EXHIBIT 4.118




SIG TECHNOLOGY AG

as Transferor




and




THE BANK OF NEW YORK MELLON

as Collateral Agent




 






SECURITY TRANSFER AND ASSIGNMENT AGREEMENT

REGARDING INTELLECTUAL PROPERTY RIGHTS

(SICHERUNGSÜBEREIGNUNG UND — ABTRETUNG

VON GEWERBLICHEN SCHUTZRECHTEN)



 





The taking of this document or any certified copy of it or any document which constitutes
substitute documentation for it, or any document which includes written confirmations or references
to it, into Austria as well as printing out any e-mail communication which refers to any Credit
Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication
to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail
communication carrying an electronic or digital signature which refers to any Credit Document to an
Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original
document as well as all certified copies thereof and written and signed references to it outside of
Austria and avoid printing out any email communication which refers to any Credit Document in
Austria or sending any e-mail communication to which a pdf scan of this document is attached to an
Austrian addressee or sending any e-mail communication carrying an electronic or digital signature
which refers to any Credit Document to an Austrian addressee.





 









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions and Interpretation
	 	 	4	 
	2. Purpose of Transfer and Assignment
	 	 	8	 
	3. Assignment-Transfer
	 	 	8	 
	4. Documentation of the Collateral
	 	 	8	 
	5. Information
	 	 	9	 
	6. Right of Inspection
	 	 	9	 
	7. Registration of the Collateral
	 	 	9	 
	8. Right of Enforcement
	 	 	10	 
	9. Swiss Limitations
	 	 	12	 
	10. Representations and Warranties
	 	 	13	 
	11. Undertakings
	 	 	13	 
	12. Bookkeeping and Data-Processing
	 	 	14	 
	13. Further Assurance
	 	 	15	 
	14. Delegation
	 	 	15	 
	15. Indemnity
	 	 	15	 
	16. No liability
	 	 	15	 
	17. Duration and Independence
	 	 	15	 
	18. Release (Sicherheitenfreigabe)
	 	 	16	 
	19. Partial Invalidity, Waiver
	 	 	16	 
	20. Amendments
	 	 	17	 
	21. Notices and their Language
	 	 	17	 
	22. Applicable Law, Jurisdiction
	 	 	18	 
	23. Conclusion of this Agreement (Vertragsschluss)
	 	 	18	 






 









 






	 	 	 	 	 
	Clause	 	Page	 
	Schedule 1 List of Current Borrowers, Current Guarantors and Current Senior Secured Note
Guarantors
	 	 	20	 
	Part — 1 the Current Borrowers
	 	 	20	 
	Part — 2 the Current Guarantors
	 	 	20	 
	Part — 3 List of Current Senior Secured Note Guarantors
	 	 	22	 
	Schedule 2 List of Patents
	 	 	25	 
	Schedule 3 Übertragungserklärung (Declaration of Assignment)
	 	 	28	 
	Signature Page
	 	 	29	 






 









 





This SECURITY TRANSFER AND ASSIGNMENT AGREEMENT (the “Agreement”) is made on 2 December 2009



BETWEEN:





	(1)	 	SIG Technology AG, a company limited by shares incorporated under the laws of Switzerland,
having its registered office at Laufengasse 18, CH-8212 Neuhausen am Rheinfall, Switzerland
and registered in the Commercial Register of the Canton of Schaffhausen with the federal
register number CH-160.3.002.649-1 (the “Transferor”); and






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




WHEREAS:





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






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






	(C)	 	The Transferor has agreed to transfer the Collateral (as defined below) to the Collateral
Agent as security for the Secured Parties’ (as defined below) respective claims against the
Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).






	(D)	 	The security created by or pursuant to this Agreement is to be held and administered by the
Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien
intercreditor agreement dated 5 November 2009 between, inter alia, the Collateral Agent, the
Indenture Trustee, the Administrative Agent and the Grantors (each as




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	 	 	defined below) and others (as amended, varied, novated, supplemented, superseded or extended
from time to time, the “First Lien Intercreditor Agreement”).






	(E)	 	The Transferor has granted licences for use of the Collateral (as defined below) to SIG
Combibloc GmbH and SIG Combibloc Systems GmbH.




NOW IT IS HEREBY AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION






	1.1	 	Definitions:






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






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






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






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






	 	 	“Collateral” means the Patents.






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






	 	 	“Enforcement Event” shall mean an Event of Default.






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






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




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






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






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






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






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






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






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






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






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






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




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






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






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






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






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






	 	 	“Local Facilities” means working capital facilities provided to a Grantor (other than
Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II
S.A. Beverage Packaging Holdings (Luxembourg) III S.à.r.l. and the Borrowers) by a Local
Facility Provider and “Local Facility” means any of them.






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






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






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






	 	 	“Patents” (Patente) means all German patents and German patent applications currently held
by the Transferor together with the inventions described and claimed




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	 	 	therein which are listed in Schedule 2 hereto. For the avoidance of doubt, the Patents
encompass any extension of the term of the patents and patent applications as listed in
Schedule 2.






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






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






	 	 	“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s),
and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the
Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation
undertaken by any Grantor under any Credit Document, the Senior Secured Note Holders, the
Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash
Management Banks.






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






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






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






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






	1.2	 	Construction






	 	 	In this Agreement:






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






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




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2. PURPOSE OF TRANSFER AND ASSIGNMENT





	 	 	The transfer of title and assignment hereunder is constituted in order to secure the prompt
and complete satisfaction of any and all Obligations. The transfer of title and the
assignment hereunder shall also cover any future extension of the Obligations and the
Transferor herewith expressly agrees that the transfer of title and the assignment shall
secure the Obligations as extended or increased from time to time.
	 
	3.	 	ASSIGNMENT-TRANSFER






	3.1	 	The Transferor hereby assigns and transfers to the Collateral Agent in its capacity as
Collateral Agent for the benefit of the Secured Parties the Collateral all present and future
rights in relation to the Collateral. For the avoidance of doubt, no royalties under licence
agreements and sub-licence agreements shall be assigned and transferred.






	3.2	 	The Collateral Agent hereby accepts the assignment and transfer of the Collateral pursuant to
Clause  3.1.






	3.3	 	Title to the Collateral shall pass over to the Collateral Agent on execution of this
Agreement.






	3.4	 	The Collateral Agent shall be entitled to be registered in the relevant public register as
owner of the Collateral only pursuant to Clauses   7 and   8 at the expense of the Transferor.






	3.5	 	Until realisation of the Collateral pursuant to Clause   8.1, the Transferor shall be
entitled to use and to exercise all rights and powers in respect of the Collateral in
accordance with the terms of the Credit Documents. To this effect the Collateral Agent grants
an exclusive revocable licence to the Transferor for using the Collateral without any
royalties being due therefore, provided that such licence may only be revoked if the
Collateral is in the process of being realised in accordance with Clause  8 hereof. The
Transferor shall be entitled to grant sub-licences without prior written consent of the
Collateral Agent and shall inform the Collateral Agent without undue delay of such
sublicensing (other than in relation to any sub-licensing to the Grantors’ Agent or any of its
affiliates). The Transferor shall further be entitled to apply for the registration of any
Collateral in its own name. If the Collateral is in the process of being realised in
accordance with Clause  8 hereof the Collateral Agent may terminate the exclusive licence
granted pursuant to this Clause   3.5 with immediate effect and will substitute the Transferor
as grantor of any sub-licences. Moreover, all licences the Transferor granted to a member of
the Group can be terminated by the Collateral Agent upon the occurrence of an Enforcement
Event and whilst it is continuing.
	 
	4.	 	DOCUMENTATION OF THE COLLATERAL






	 	 	Upon reasonable request, the Transferor shall deliver to the Collateral Agent up-to-date
excerpts of the relevant registers or application confirmations concerning present and
future registrations of the Collateral with the competent authorities provided, however,
that while no Enforcement Event is continuing such request shall not be made more than once
a year and be limited to those excerpts and applications the Collateral Agent has not
already received, as well as copies of any and all documents re




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	 	 	lating to court proceedings or any other challenge of the validity or use of the Collateral
and correspondence with other owners of intellectual property regarding the validity and
scope of the Collateral.
	 
	5.	 	INFORMATION
	 
	5.1	 	The Transferor shall deliver to the Collateral Agent (i) within three months after the end of
each calendar year ending after January 2010 in case of any changes to the status of
Collateral and (ii) after the occurrence of an Enforcement Event whilst it is continuing at
any time upon the request of the Collateral Agent an updated list of the Collateral. The list
or lists shall give the details set forth in Schedule 2.
	 
	5.2	 	The Transferor shall deliver to the Collateral Agent without undue delay, but not later than
90 days upon execution of this Agreement, a list of licences to the Collateral currently
granted to third parties.
	 
	5.3	 	The list or lists may be delivered to the Collateral Agent in the form of a computer compact
disk or in such other form as from time to time agreed between the Collateral Agent and the
Transferor provided that the Collateral Agent may in its reasonable discretion request a
computer print-out in addition to any other form.
	 
	6.	 	RIGHT OF INSPECTION
	 
	 	 	Except as otherwise set forth in the Principal Finance Documents, the Transferor undertakes
to provide the Collateral Agent without undue delay at its reasonable request with all
information and documents, which are necessary for perfecting and, after an Enforcement
Event and whilst it is continuing, for enforcing the security created hereby.
	 
	7.	 	REGISTRATION OF THE COLLATERAL
	 
	7.1	 	The Transferor shall deliver to the Collateral Agent, not later than 20 Business Days after
the date of this Agreement, a declaration of assignment (Übertragungserklärung) for the
registration of the assignment of the Collateral to the Collateral Agent by the Transferor in
the form of Schedule 3. Such declarations of consent shall only be used after the occurrence
of an Enforcement Event and whilst it is continuing.
	 
	7.2	 	Notwithstanding its rights under Clause 8 hereof, the Collateral Agent shall, in the event
of its registration as the owner of the Collateral and to the extent reasonable, maintain the
Collateral at the expense of the Transferor and exercise the rights following from the
Collateral at the expense of the Transferor.
	 
	7.3	 	After the occurrence of an Enforcement Event and whilst it is continuing or if the
registration is necessary to perfect the assignment and transfer any of the Collateral, the
Collateral Agent is entitled (unless otherwise set forth in the Principal Finance Documents)
to be registered in the respective public register as owner of the Collateral and is entitled
to arrange for its registration or changes of registration in the respective public registers
as the owner of the respective Collateral, for and on behalf of the Secured Parties. The
Transferor shall make all statements and take all actions that are required for the purpose of
registration of the Collateral Agent in accordance




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	 	 	with this Clause 7.3. Insofar as additional declarations or actions are necessary for the
transfer of title and/or assignment of any part of the Collateral, the Transferor shall, at
the Collateral Agent’s request, make such declarations or undertake such actions.
	 
	8.	 	RIGHT OF ENFORCEMENT
	 
	8.1	 	






	 	(a)	 	Subject to paragraph (b) of this Clause 8.1 below, if (i) an Enforcement
Event has occurred and is continuing and (ii) any of the Obligations has become due and
payable, then the Collateral Agent is entitled to enforce this Agreement and realise
the Collateral.
	 
	 	(b)	 	The Collateral Agent may only realise the Collateral in accordance with
paragraph (a) of this Clause 8.1 above in relation to obligations of any Grantor
(other than obligations under the Credit Documents of (i) the Transferor (v) incurred
as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility
Agreement, (x) incurred as a party to and beneficiary under any hedging agreement
entered into with an Hedge Counterparty, (y) owed as cash management obligations to a
Cash Management Bank for Cash Management Services, provided the Transferor is a
beneficiary of the Cash Management Services causing such cash management obligations or
(z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made
available to the Transferor, up to such proceeds and (ii) a direct or indirect
subsidiary of the Transferor (the “Transferor’s Subsidiary”) (v) incurred as Borrower
under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement,
(x) incurred as a party to and beneficiary under any hedging agreement entered into
with an Hedge Counterparty (y) owed as cash management obligations to a Cash Management
Bank for Cash Management Services, provided the Transferor’s Subsidiary is a
beneficiary of the Cash Management Services causing such cash management obligations or
(z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made
available to the Transferor’s Subsidiary, up to such proceeds) after (i) the
Transferor’s auditors have (y) delivered an audited interim balance sheet of the
Transferor (valuating the Collateral at its realisation value) to the Collateral Agent
and (z) determined the existence and extent of the profits available for the payment of
a dividend by the Transferor in accordance with the relevant provisions of the Swiss
Code of Obligations (the “Auditor’s Determination”) and (ii) the Transferor’s
shareholders have passed for such dividend payment resolutions for the distribution of
dividends (“Dividend Resolution”) in accordance with the relevant provisions of the
Swiss Federal Code of Obligations being in force at that time. The Transferor shall
deliver the Auditor’s Determination and the Dividend Resolution within 30 business days
after the Collateral Agent has given notice to the Transferor of its intention to
realise the Collateral. The Collateral Agent shall only realise the Collateral in
relation to obligations of any Grantor (other than obligations under the Credit
Documents of (i) the Transferor (v) incurred as Borrower under the Credit Agreement,
(w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to
and beneficiary under any hedging agreement entered into with an Hedge Counterparty,
(y) owed as cash management obligations to a Cash Management Bank for Cash Management
Services, provided the Transferor is




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	 	 	 	a beneficiary of the Cash Management Services causing such cash management
obligations or (z) to the extent certain proceeds of the Senior Secured Notes
Indenture have been made available to the Transferor, up to such proceeds and (ii) a
Transferor’s Subsidiary (v) incurred as Borrower under the Credit Agreement, (w)
incurred as borrower under a Local Facility Agreement, (x) incurred as a party to
and beneficiary under any hedging agreement entered into with an Hedge Counterparty
(y) owed as cash management obligations to a Cash Management Bank for Cash
Management Services, provided the Transferor’s Subsidiary is a beneficiary of the
Cash Management Services causing such cash management obligations or (z) to the
extent certain proceeds of the Senior Secured Notes Indenture have been made
available to the Transferor’s Subsidiary, up to such proceeds) if according to the
Auditor’s Determination and the Dividend Resolution the Transferor has validly
resolved to distribute the profits available for payment of a dividend, subject to
Clause   9 (Swiss Limitations) below, provided that if the Collateral is not
realised and/or the security granted hereunder not enforceable, the Collateral Agent
may subsequently again seek to realise the Collateral in accordance with this
 paragraph (b) of Clause  8.1 and Clause  9 (Swiss Limitations) at any time
thereafter.






	8.2	 	The Collateral Agent will notify the Transferor in writing at least 5 (five) business days
prior to the enforcement of the security granted hereunder. No such notice shall be required
if (i) the Transferor has generally ceased to make payments, (ii) an application for the
institution of insolvency proceedings is filed by or against the Transferor or (iii) the
Collateral Agent has reasonable grounds to believe that observance of the notice period would
adversely affect the legitimate interests (berechtigte Interessen) of the Collateral Agent.






	8.3	 	In the case of a sale, the Transferor shall promptly provide the Collateral Agent with all
documents of title and other documents relating to the Collateral.






	8.4	 	At any time while an enforcement event as described in sub-clause   8.1 is continuing, the
Collateral Agent has the right to sell all or part of the Collateral by way of private sale to
the extent necessary to satisfy any outstanding Obligations, it being understood that the
Collateral Agent shall apply the proceeds of such realisation towards the Obligations in
accordance with the First Lien Intercreditor Agreement.






	8.5	 	While being entitled to enforce the security interest created hereunder in accordance with
Clause   8.1 above the Collateral Agent may request the Transferor to sell the Collateral for
and on its behalf and the Transferor shall promptly comply with such request.






	8.6	 	If the Collateral Agent sells the Collateral pursuant to this Clause   8 it may take all
measures and enter into all agreements which it commercially reasonably considers to be
expedient in connection therewith.






	8.7	 	Notwithstanding sub-Clause   8.4, the Collateral Agent may, following the occurrence of an
Enforcement Event and whilst it is continuing, in its sole discretion, determine which of
several security interests (created under this or other security agreements) shall be used to
satisfy the Obligations.




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






	8.9	 	The Transferor shall not at any time before, on or after an enforcement of the security
created hereunder and as a result of the Transferor entering into this Agreement, be entitled
to demand indemnification or compensation from any other Grantor or to assign any of these
claims.
	 
	9.	 	SWISS LIMITATIONS






	9.1	 	Proceeds of a realisation of the Collateral shall only be applied towards satisfaction of the
Obligations in relation to obligations of any Grantor (other than obligations under the Credit
Documents of (i) the Transferor (v) incurred as Borrower under the Credit Agreement, (w)
incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and
beneficiary under any hedging agreement entered into with an Hedge Counterparty, (y) owed as
cash management obligations to a Cash Management Bank for Cash Management Services, provided
the Transferor is a beneficiary of the Cash Management Services causing such cash management
obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have
been made available to the Transferor, up to such proceeds and (ii) a Transferor’s Subsidiary
(v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local
Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement
entered into with an Hedge Counterparty (y) owed as cash management obligations to a Cash
Management Bank for Cash Management Services, provided the Transferor’s Subsidiary is a
beneficiary of the Cash Management Services causing such cash management obligations or (z) to
the extent certain proceeds of the Senior Secured Notes Indenture have been made available to
the Transferor’s Subsidiary, up to such proceeds) to the extent application of the proceeds of
a realisation of the Collateral towards such obligations does not constitute a repayment of
capital (Einlagerueckgewaehr), a violation of the legally protected reserves (gesetzlich
geschuetzte Reserven) or a payment of a (constructive) dividend prohibited by the Swiss
Federal Code of Obligations by the Transferor and in the maximum amount of the Transferor’s
profits available for the distribution of dividends at the point in time the Collateral is
realised (being the balance sheet profits and any free reserves made for this purpose, in each
case in accordance with the relevant Swiss law) (the “Available Enforcement Proceeds”). Any
proceeds of an enforcement in excess of the Available Enforcement Proceeds as well as the Tax
Payment Amount (as defined below) which shall be deducted from the Available Enforcement
Proceeds shall be returned to the Transferor;






	9.2	 	for such application of the Available Enforcement Proceeds towards satisfaction of the
Obligations the Transferor shall procure to pass a shareholders’ resolutions for the
distribution of dividends in accordance with the relevant provisions of the Swiss Federal Code
of Obligations being in force at that time (currently the profits available for the
distribution of dividends as described above must be determined based on an audited balance
sheet and such shareholders’ resolution must be based on the report from the Transferor’s
auditors approving the proposed distribution of dividends); and




- 12 -









 












	9.3	 	deduct from the Available Enforcement Proceeds Swiss Anticipatory Tax (withholding tax) at
the rate of 35% (or such other rate as in force from time to time) and subject to any
applicable double taxation treaty and/or agreements entered into with the Swiss Federal Tax
administration (the “Tax Payment Amount”):






	 	(a)	 	pay the Tax Payment Amount to the Swiss Federal Tax Administration; and






	 	(b)	 	give evidence to the respective beneficiary or beneficiaries (as the same may
be) of such deduction of the Tax Payment Amount in accordance with Clause 2.20 (Taxes)
of the Credit Agreement and Clause 4.15 (Witholding Taxes) of the Senior Secured Note
Indenture.






	 	 	But if such a deduction is made, the Transferor shall not be obliged to gross-up pursuant to
Clause 2.20 (Taxes) of the Credit Agreement or Clause 4.15 (Witholding taxes) of the Senior
Secured Notes Indenture to the extent that such gross-up would result in the aggregate of
the amounts of the proceeds of a realisation of the Collateral applied by the beneficiary or
beneficiaries (as the same may be) towards satisfaction of the Obligations and the Tax
Payment Amount paid to the Swiss Federal Tax administration exceeding the maximum amount of
its profits available for the distribution of dividends.
	 
	10.	 	REPRESENTATIONS AND WARRANTIES






	 	 	The Transferor hereby represents and warrants to the Collateral Agent by way of an
independent guarantee (selbständiges Garantieversprechen) that Schedule 2 hereof contains
all Collateral of the Transferor registered or applied for registration in Germany as
determined by the Transferor to be key to the aseptic filling or packaging business. The
details set out in Schedule 2 hereof are correct and complete in all material respects in
relation to such Collateral as of the date hereof.
	 
	11.	 	UNDERTAKINGS






	 	 	Unless otherwise permitted by the Principal Finance Documents, during the term of this
Agreement, the Transferor undertakes to the Collateral Agent:






	11.1	 	to inform the Collateral Agent in writing promptly of any attachments (Pfändung) of which it
becomes aware in respect of any and all of the Collateral. In the event of an attachment, the
Transferor undertakes to forward to the Collateral Agent without undue delay a copy of the
attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and all
other documents necessary for a defence against the attachment. The Transferor shall inform
the attaching creditor without undue delay about the Collateral Agent’s security interests;






	11.2	 	not to dispute the validity of the Collateral or of new applications for registration with
regard to the Collateral;






	11.3	 	if failure to do the following would have a material adverse effect, to make all statements
and take all actions at its own expense which are reasonably required in order to maintain the
registration of the Collateral in the ordinary course of business, including the payment of
renewal fees, and have the Collateral registered if not registered so far and necessary to
maintain the legal title therein and to deliver to the




- 13 -









 












	 	 	Collateral Agent at its reasonable request copies of the respective documents evidencing
such actions;






	11.4	 	to inform the Collateral Agent without undue delay if third parties materially dispute or
challenge the validity of any of the Collateral or materially allege that any of the
Collateral violates the rights of third parties, and assert all claims and to litigate if this
is required for the defence against such claims. Following the occurrence of an Enforcement
Event and whilst it is continuing, the Transferor agrees that the Collateral Agent may take
over any judicial or extra judicial proceedings upon reasonable request and at the
Transferor’s expense; and






	11.5	 	to inform the Collateral Agent without undue delay, if third parties infringe any of the
Collateral in a way which would have a material adverse effect on the Collateral Agent’s
and/or the Secured Parties’ rights relating to the Collateral. The Transferor shall, acting
commercially reasonably and considering the legitimate interest of the Collateral Agent and
the Secured Parties, prosecute such infringement in its own name and at its own expense. All
compensation claims becoming due after the date hereof become part of the Collateral.
Following the occurrence of an Enforcement Event and whilst it is continuing the Collateral
Agent and/or the Secured Parties may take over any judicial or extra judicial proceedings upon
request and at the Transferor’s expense.
	 
	12.	 	BOOKKEEPING AND DATA-PROCESSING






	12.1	 	If proof, documents or data which are necessary to identify the Collateral have been handed
over by the Transferor to a third party (in particular a bookkeeping firm or a tax consultant)
or are managed by a third party the Transferor hereby assigns to the Collateral Agent, who
hereby accepts such assignment, its right to demand from such third party the return of the
proof and documents and the right to obtain information as to the registration details of the
Collateral. The Collateral Agent will only make use of such right if an Enforcement Event has
occurred and is continuing. Upon the occurrence of an Enforcement Event and whilst it is
continuing, the Transferor hereby undertakes to instruct the third party to provide the
Collateral Agent upon its demand with such information and documents which are necessary to
perfect and/or enforce the security created hereby.






	12.2	 	If details concerning the Collateral or any part thereof have been stored in an electronic
data-processing system, then, if an Enforcement Event has occurred and is continuing, the
Transferor shall allow the Collateral Agent access to the computer, including the peripheral
equipment and all data concerning the Collateral or such part thereof. Moreover, software
operators shall be made available insofar as so required, and any assistance required shall be
provided to the Collateral Agent. If a third party handles the electronic processing of data,
the Transferor hereby assigns to the extent legally possible to the Collateral Agent, who
hereby accepts such assignment, all rights against such third party relating to these
services, and instructs such third party to handle the processing of data for the Collateral
Agent upon its demand as it did for the Transferor. The Collateral Agent shall only make use
of such rights if an Enforcement Event has occurred and is continuing




- 14 -









 












	12.3	 	At all times other than during the continuation of an Enforcement Event, the Collateral Agent
authorises the Transferor to exercise the rights assigned to the Collateral Agent pursuant to
Clause   12.1 and Clause   12.2 above.
	 
	13.	 	FURTHER ASSURANCE






	 	 	Insofar as additional declarations or actions are necessary for the transfer of title of any
part of the Collateral the Transferor shall subject to the terms of the Principal Finance
Documents, at the Collateral Agent’s request, acting reasonably, make such declarations or
undertake such actions; it being understood that the Collateral Agent may only demand
registration of the transfer of title if an Enforcement Event has occurred and is
continuing, unless the registration is necessary to perfect the assignment and transfer of
the Collateral, in which case the Collateral Agent is entitled to be registered before the
occurrence of an Enforcement Event which is continuing.
	 
	14.	 	DELEGATION






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






	 	 	To the extent set out in the First Lien Intercreditor Credit Agreement, the Transferor
shall, notwithstanding any release or discharge of all or any part of the security,
indemnify the Collateral Agent, its agents, its attorneys and any delegate against any
action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses
and costs which it may sustain as a consequence of any breach by the Transferor 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 Collateral.
	 
	16.	 	NO LIABILITY






	 	 	Except to the extent provided in the Principal Finance Documents, none of the Collateral
Agent, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any
action permitted by this Agreement or (b) any neglect or default in connection with the
assets and rights subject to the security interest created hereunder, save in respect of any
loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross
negligence (grobe Fahrlässigkeit) by the Collateral Agent, its nominee(s) or agent(s) or
delegate(s), or (c) the enforcement or realisation of all or any part of the security
interest created hereunder.
	 
	17.	 	DURATION AND INDEPENDENCE






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




- 15 -









 












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






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






	18.	 	RELEASE (SICHERHEITENFREIGABE)






	18.1	 	Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as
instructed in accordance with the First Lien Intercreditor Agreement) will as soon as
reasonably practicable at the cost and expense of the Transferor retransfer and re-assign the
Collateral and all other rights and claims assigned or transferred to it pursuant to this
Agreement to the Transferor and surrender the excess proceeds, if any, resulting from any sale
of the Collateral. The Collateral Agent will, however, transfer any of the Collateral to a
third person if so required by law.






	18.2	 	At any time when the total value of the aggregate security granted by the Transferor and the
other Grantors to secure the Obligations (the “Security”) which can be expected to be realised
in the event of an enforcement of the Security (realisierbarer Wert) exceeds 110% of the
Obligations (the “Limit”), the Collateral Agent shall on demand of the Transferor release such
part of the Security (Sicherheitenfreigabe) as the Collateral Agent may in its reasonable
discretion (as instructed in accordance with the First Lien Intercreditor Agreement) determine
so as to reduce the realisable value of the Security to the Limit.






	18.3	 	The Collateral Agent (as instructed in accordance with the First Lien Intercreditor
Agreement) will as soon as reasonably practicable declare in writing the release of the
security created hereunder and retransfer and reassign the Collateral to the Transferor in
accordance with, and to the extent required by, the Intercreditor Arrangements.
	 
	19.	 	PARTIAL INVALIDITY, WAIVER






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






	19.2	 	No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent, any
right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise thereof or the exercise
of any other right or remedy. The rights and remedies provided




- 16 -









 












	 	 	hereunder are cumulative and not exclusive of any rights or remedies provided by law.





20. AMENDMENTS





	 	 	Changes and amendments to this Agreement including this Clause 20 shall be made in
writing.





21.  NOTICES AND THEIR LANGUAGE





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





	 	 	 	 	 
	For the Transferor:	 	SIG Technology AG	 	 
	 

	 	Address:
	 	Laufengasse 18, CH-8212 
Neuhausen am
Rheinfall,

Switzerland
	 
	 	 	 	 
	 

	 	Fax:
	 	+41 52 674 65 74
	 
	 	 	 	 
	 

	 	Attention:
	 	Head of legal corporate
	 
	 	 	 	 
	with a copy to:
	 	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	c/o Rank Group Limited

Level 9

148 Quay Street

PO Box 3515

Auckland 1140

New Zealand
	 
	 	 	 	 
	 

	 	Telephone:
	 	+649 3666 259
	 
	 	 	 	 
	 

	 	Fax:
	 	+649 3666 263
	 
	 	 	 	 
	 

	 	Attention:
	 	Helen Golding






	 	 	 	 	 
	For the Collateral Agent:	 	The Bank of New	 	 
	 	 	York Mellon	 	 
	 

	 	Address:
	 	101 Barclay Street, 4E

New York, N.Y. 10286

The United States of America
	 
	 	 	 	 
	 

	 	Telephone:
	 	+212 298 1528
	 
	 	 	 	 
	 

	 	Fax:
	 	+218 815 5366
	 
	 	 	 	 
	 

	 	Attention:
	 	International Corporate Trust






- 17 -









 







	21.2	 	Any party hereto may change its address or fax number for notices and other communications
hereunder by notice to the other parties hereto. As agreed to in writing in accordance with
the First Lien Intercreditor Agreement, notices and other communications hereunder may also be
delivered by e-mail to the e-mail address of a representative of the applicable party to this
Agreement provided from time to time by such party.
	 
	21.3	 	All notices and other communications given to any party in connection with this Agreement in
accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung)
received on the date sent (if a business day) and on the next business day thereafter (in all
other cases) if delivered by hand or overnight courier service or sent by fax or on the date
five business days after dispatch by certified or registered mail if mailed, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this Clause  21 or
in accordance with the latest unrevoked direction from such party given in accordance with
this Clause   21.
	 
	21.4	 	Any notice or other communication under or in connection with this Agreement shall be in the
English language or, if in any other language, accompanied by a translation into English. In
the event of any conflict between the English text and the text in any other language, the
English text shall prevail.
	 
	22.	 	APPLICABLE LAW, JURISDICTION
	 
	22.1	 	This Agreement is governed by the laws of the Federal Republic of Germany.
	 
	22.2	 	The place of jurisdiction for any and all disputes arising under or in connection with this
Agreement shall be the district court (Landgericht) in Frankfurt am Main. The Collateral Agent
however, shall also be entitled to take action against the Transferor in any other court of
competent jurisdiction. Further, the taking of proceedings against the Transferor in any one
or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction
(whether concurrently or not) if and to the extent permitted by applicable law.
	 
	23.	 	CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)
	 
	23.1	 	The parties to this Agreement may choose to conclude this Agreement by an exchange of signed
signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung)
by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.
	 
	23.2	 	If the parties to this Agreement choose to conclude this Agreement pursuant to
sub-Clause  23.1 above, they will transmit the signed signature page(s) of this Agreement to
the attention of Mr. Philipp Kropatscheck or Ms Corinna May
(Philipp.Kropatschek@cliffordchance.com or Corinna.May@cliffordchance.com, fax: +49 69 7199
4000) (each a “Recipient”). The Agreement will be considered concluded once any of the
Recipients has actually received the signed signature





- 18 -









 












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






	23.3	 	For the purposes of this Clause   23 only, the parties to this Agreement appoint each
Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten)
each Recipient to collect the signed signature page(s) from all and for all parties to this
Agreement. For the avoidance of doubt, each Recipient will have no further duties connected
with its position as Recipient. In particular, each Recipient may assume the conformity to the
authentic original(s) of the signature page(s) transmitted to it by means of
telecommunication, the genuineness of all signatures on the original signature page(s) and the
signing authority of the signatories.




- 19 -









 











SCHEDULE 1

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




PART 1 — THE CURRENT BORROWERS



SIG Euro Holding AG & Co. KGaA



Closure Systems International Holding Inc.



Closure Systems International B.V.



SIG Austria Holding GmbH



Reynolds Consumer Products Holdings Inc.



Reynolds Group Holdings Inc.




PART 2 — THE CURRENT GUARANTORS



SIG Holdings (UK) Limited (England and Wales)



SIG Combibloc Limited (England and Wales)



SIG Euro Holding AG & Co. KGaA (Germany)



SIG Beverages Germany GmbH (Germany)



SIG Combibloc Holding GmbH (Germany)



SIG Vietnam Beteiligungs GmbH (Germany)



SIG Combibloc GmbH (Germany)



SIG Combibloc Systems GmbH (Germany)



SIG Combibloc Zerspanungstechnik GmbH (Germany)



SIG Information Technology GmbH (Germany)



SIG International Services GmbH (Germany)



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



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



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



Reynolds Group Holdings Limited (New Zealand)



SIG Combibloc Group AG (Switzerland)







- 20 -









 







SIG Finanz AG (Switzerland)



SIG Technology AG (Switzerland)



SIG allCap AG (Switzerland)



SIG Combibloc (Schweiz) AG (Switzerland)



SIG Schweizerische Industrie-Gesellschaft AG (Switzerland)



SIG Combibloc Procurement AG (Switzerland)



SIG Holding USA Inc. (USA)



SIG Combibloc Inc. (USA)



Reynolds Group Holdings Inc. (USA)



Reynolds Group Issuer Inc. (USA)



Reynolds Group Issuer LLC (USA)



CSI Latin American Holdings Corporation (BVI)



Closure Systems International (Canada) Limited (Canada)



CSI Closure Systems Manufacturing de Centro America, S.R.L. (Costa Rica)



Closure Systems International (UK) Limited (England and Wales)



Reynolds Consumer Products (UK) Limited (England and Wales)



BACO Consumer Products Limited (England and Wales)



Closure Systems International Holdings (Germany) GmbH (Germany)



Closure Systems International Deutschland GmbH (Germany)



Closure Systems International Holdings (Japan) KK (Japan)



Closure Systems International Japan, Limited (Japan)



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



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



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



Closure Systems International B.V. (The Netherlands)



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



Closure Systems International Holdings Inc. (Delaware, USA)







- 21 -









 







Closure Systems International Inc. (Delaware, USA)



Reynolds Packaging Machinery Inc. (Delaware, USA)



Closure Systems Mexico Holdings LLC (Delaware, USA)



CSI Mexico LLC (Delaware, USA)



Southern Plastics, Inc. (Louisiana, USA)



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



Reynolds Consumer Products Holdings Inc. (Delaware, USA)



Bakers Choice Products, Inc. (Delaware, USA)



Reynolds Consumer Products Inc. (Delaware, USA)



Reynolds Foil Inc. (Delaware, USA)



Reynolds Services Inc. (Delaware, USA)




PART 3 — LIST OF CURRENT SENIOR SECURED NOTE GUARANTORS



SIG Holdings (UK) Limited (England and Wales)



SIG Combibloc Limited (England and Wales)



SIG Euro Holding AG & Co. KGaA (Germany)



SIG Beverages Germany GmbH (Germany)



SIG Combibloc Holding GmbH (Germany)



SIG Vietnam Beteiligungs GmbH (Germany)



SIG Combibloc GmbH (Germany)



SIG Combibloc Systems GmbH (Germany)



SIG Combibloc Zerspanungstechnik GmbH (Germany)



SIG Information Technology GmbH (Germany)



SIG International Services GmbH (Germany)



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



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



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







- 22 -









 







Reynolds Group Holdings Limited (New Zealand)



SIG Combibloc Group AG (Switzerland)



SIG Finanz AG (Switzerland)



SIG Technology AG (Switzerland)



SIG allCap AG (Switzerland)



SIG Combibloc (Schweiz) AG (Switzerland)



SIG Schweizerische Industrie-Gesellschaft AG (Switzerland)



SIG Combibloc Procurement AG (Switzerland)



SIG Holding USA Inc. (USA)



SIG Combibloc Inc. (USA)



Reynolds Group Holdings Inc. (USA)



CSI Latin American Holdings Corporation (BVI)



Closure Systems International (Canada) Limited (Canada)



CSI Closure Systems Manufacturing de Centro America, S.R.L. (Costa Rica)



Closure Systems International (UK) Limited (England and Wales)



Reynolds Consumer Products (UK) Limited (England and Wales)



BACO Consumer Products Limited (England and Wales)



Closure Systems International Holdings (Germany) GmbH (Germany)



Closure Systems International Deutschland GmbH (Germany)



Closure Systems International Holdings (Japan) KK (Japan)



Closure Systems International Japan, Limited (Japan)



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



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



Closure Systems International B.V. (The Netherlands)



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



Closure Systems International Holdings Inc. (Delaware, USA)



Closure Systems International Inc. (Delaware, USA)







- 23 -









 







Reynolds Packaging Machinery Inc. (Delaware, USA)



Closure Systems Mexico Holdings LLC (Delaware, USA)



CSI Mexico LLC (Delaware, USA)



Southern Plastics, Inc. (Louisiana, USA)



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



Reynolds Consumer Products Holdings Inc. (Delaware, USA)



Bakers Choice Products, Inc. (Delaware, USA)



Reynolds Consumer Products Inc. (Delaware, USA)



Reynolds Foil Inc. (Delaware, USA)



Reynolds Services Inc. (Delaware, USA)









- 24 -









 








SCHEDULE 2

LIST OF PATENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Title	 	Appl.-No.	 	Publ.-No.	 	Reg.-Nr.
	DE

	 	Verfahren zum Applizieren eines
wiederverschließbaren
Ausgießelements an einen Behälter
und danach hergestellter Behälter
	 	 	03763747.7	 	 	 	1504392	 	 	DE 503 05 646 (EP 1504392)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DE

	 	Vorrichtung und Verfahren zum
Betreiben von kontinuierlich auf
Trägerelementen bereitgestellten
Packungen
	 	 	10328545.8-27	 	 	 	10328545	 	 	DE 103 28 545.8-27
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DE

	 	Vorrichtung und Verfahren zum
Bearbeiten von kontinuierlich auf
Trägerelementen bereitgestellten
Packungen
	 	 	04785810.5	 	 	 	1636097	 	 	DE 50 2004 002 026 (EP 1636097)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DE

	 	Vorrichtung und Verfahren zum
Befestigen von Verschlussfolien an
auf Verbundpackungen angeordneten
Ausgießelementen
	 	 	04763777.2	 	 	 	1590246	 	 	DE 50 2004 001 899 (EP 1590246)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DE

	 	Vorrichtung zum Verpressen von
mindestens zwei Lagen eines
gefalteten Bodens einer
Mehrschichtverbundpackung und eine
Mehrschichtverbundpackungen
	 	 	05788535.2	 	 	 	1805004	 	 	DE 50 2004 003 143 (EP 1805004)






- 25 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Title	 	Appl.-No.	 	Publ.-No.	 	Reg.-Nr.
	DE

	 	Ventil zum Abfüllen fließfähiger
Produkte mit und ohne stückigen
Anteil
	 	 	05700866.6	 	 	 	1708925	 	 	DE 50 2005 001 249 (EP 1708925)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DE

	 	Vorrichtung zum kontinuierlichen
Falten von Zuschnitten aus
Karton/Kunststoff-Verbundmaterial
	 	 	102004026690.5-27	 	 	 	 	 	 	DE 10 2004 026 690.5-09
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DE

	 	Vorrichtung zur gleichmäßigen
Verteilung eines gasförmigen
Fluids
	 	 	102005004658.4-27	 	 	 	 	 	 	DE 10 2005 004 658.4-09
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DE

	 	Ausgießelement für eine Packung
zur Aufnahme fließfähiger Produkte
und Verfahren zur Herstellung
einer solchen Packung
	 	 	102005010547.5-27	 	 	 	102005010547	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DE

	 	Ausgießelement für eine Packung
zur Aufnahme fließfähiger Produkte
und Verfahren zur Herstellung
einer solchen Packung
	 	 	06708427.7	 	 	 	1853485	 	 	DE 50 2006 001 683 (EP 1853485)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DE

	 	Vorrichtung zum Sterilisieren
kontinuierlich hintereinander
transportierter Behälter
	 	 	102005047427.6-41	 	 	 	 	 	 	DE 10 2005 047 427.6-09






- 26 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Title	 	Appl.-No.	 	Publ.-No.	 	Reg.-Nr.
	DE

	 	Vorrichtung zum Sterilisieren
kontinuierlich hintereinander
transportierter Behälter
	 	 	06793759.9	 	 	 	1928749	 	 	DE 50 2006 004 759 (EP 1928749.9)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DE

	 	Wiederverschließbares
Ausgießelement für ein
Karton/Kunststoff-Verbundpackungen
abgefüllte flüssige Lebensmittel
und Verfahren zu seiner Montage
	 	 	102006015525.4-27	 	 	 	 	 	 	DE 10 2006 015 525.4-09
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DE

	 	Wiederverschließbares
Ausgießelement für ein
Karton/Kunststoff-Verbundpackungen
abgefüllte flüssige Lebensmittel
	 	 	07727519.6	 	 	 	1866211	 	 	DE 50 2007 000 059 (EP 1866211)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DE

	 	Wiederverschließbares
Ausgießelement für ein
Karton/Kunststoff-Verbundpackungen
	 	 	07727724.2	 	 	 	1863717	 	 	DE 50 2007 000 808 (EP 1863717)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DE

	 	Verfahren und Vorrichtung zum

gleichzeitigen Reinigen mehrere

Rohrleitungen oder

Rohrleitungssysteme
	 	 	102007022798.3-15	 	 	 	DE 10 2007 022 798	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DE

	 	Selbstöffnendes und
wiederverschließbares
Ausgießelement aus Kunststoff zur
Applikation auf einer Packung für
Flüssigkeiten
	 	 	102007057863.8	 	 	 	DE 10 2007 057 863	 	 	 






- 27 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Title	 	Appl.-No.	 	Publ.-No.	 	Reg.-Nr.
	DE

	 	Selbstöffner-Verschluss für
Verbundpackungen oder für mit
Folienmaterial zu verschliessende
Behälter- oder Flaschenstutzen
	 	 	50302529	 	 	 	1513732	 	 	DE 503 02 529 (EP 1513732)






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SCHEDULE 3

ÜBERTRAGUNGSERKLÄRUNG

(DECLARATION OF ASSIGNMENT)



Die unterzeichnende Firma



The undersigning company



SIG Technology AG



überträgt hiermit mit allen Rechten und Pflichten die in den Anlagen hierzu aufgelisteten Patente
(sowie der Anmeldungen) (die “Schutzrechte”)



herewith assigns and transfers with all rights and duties relating to the patents (including any
applications) listed in the schedules hereto (the “IP Rights”)



auf/to




The Bank of New York Mellon




101 Barclay Street, 4E




New York, N.Y. 10286




The United States of America



und erklärt sich gleichzeitig mit der Umschreibung der Schutzrechte auf die Erwerberin
einverstanden.



and agrees that the assignment of the IP Rights is recorded in the Patent Office.



Ort/Datum:




Place/Date:




Unterschrift/Signature:




Anhang (Liste der Patente nebst Anmeldungen)







- 29 -









 








SIGNATURE PAGE



This SECURITY TRANSFER AND ASSIGNMENT AGREEMENT has been entered into on the date stated at the
beginning by:




SIG TECHNOLOGY AG



as Transferor




	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mark Dunkley
	 	By:
	 	/s/ Philip West
	 

	 	 
	 	 	 	 
	 

	 	Name: MARK DUNKLEY

Title: ATTORNEY
	 	 	 	Name: PHILIP WEST

Title: ATTORNEY





THE BANK OF NEW YORK MELLON

as Collateral Agent




	 	 	 	 	 	 	 	 

	By:

	 	/s/ Maksim Genkin
	 	By:
	 	/s/ Lesley Daley
	 

	 	 
	 	 	 	 
	 

	 	Name: MAKSIM GENKIN

Title: ASSISTANT TREASURER
	 	 	 	Name: LESLEY DALEY

Title: ASSISTANT VICE PRESIDENT






Acknowledged and agreed (including but not limited to the provisions of Clause 3.5)




SIG COMBIBLOC GMBH




	 	 	 	 	 	 	 	 

	By:

	 	/s/ Mark Dunkley
	 	By:
	 	/s/ Philip West
	 

	 	 
	 	 	 	 
	 

	 	Name: MARK DUNKLEY

Title: AUTHORISED SIGNATORY
	 	 	 	Name: PHILIP WEST

Title: AUTHORISED SIGNATORY





SIG COMBIBLOC SYSTEMS GMBH




	 	 	 	 	 	 	 	 

	By:

	 	/s/ Mark Dunkley
	 	By:
	 	/s/ Philip West
	 

	 	 
	 	 	 	 
	 

	 	Name: MARK DUNKLEY

Title: AUTHORISED SIGNATORY
	 	 	 	Name: PHILIP WEST

Title: AUTHORISED SIGNATORY







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