exv4w87







EXHIBIT 4.87




	 	 	 
	 	 	 
	 
	 	 

 






CLOSURE SYSTEMS INTERNATIONAL B.V.




REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.




each as Pledgor




and




THE BANK OF NEW YORK MELLON




as Collateral Agent




 



DISCLOSED PLEDGE OF BANK ACCOUNTS




 





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
	 	 	1	 
	2. Undertaking To Pledge And Parallel Debt
	 	 	6	 
	3. Pledge
	 	 	6	 
	4. Representations, Warranties And Covenants
	 	 	7	 
	5. Enforcement
	 	 	9	 
	6. Miscellaneous Provisions
	 	 	9	 
	7. Power To Transfer
	 	 	12	 
	8. Termination
	 	 	12	 
	9. No Liability
	 	 	12	 
	10. Governing Law And Jurisdiction
	 	 	13	 
	ANNEX I LIST OF ACCOUNTS
	 	 	15	 
	ANNEX II FORM OF NOTIFICATION
	 	 	18	 






 









 





THIS DEED is made by:





	(1)	 	CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands,
having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and its registered
address at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, Chamber of Commerce
registration number 34291082;






	(2)	 	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The
Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and
its registered address at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, Chamber
of Commerce registration number 34291091,






	 	 	(each a “Pledgor” and jointly referred to as the “Pledgors”); and






	(3)	 	THE BANK OF NEW YORK MELLON, a company, incorporated under the laws of the State of New York,
with registered office at One Wall Street, New York, New York, registered with the Internal
Revenue Service under number 13-5160382 as the Collateral Agent, (the “Collateral Agent”).





IT IS HEREBY AGREED AS FOLLOWS:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions






	 	1.1.1	 	Unless defined in this Deed or the context otherwise requires, a term
defined in the First Lien Intercreditor Agreement has the same meaning in this Deed
and in any notice given under this Deed.
	 
	 	1.1.2	 	In addition the following terms shall have the following meaning:
	 
	 	 	 	“Account” means any present and future bank account maintained by a Pledgor in The
Netherlands (including but limited to the bank accounts listed in Annex 1 (List of
Accounts));
	 
	 	 	 	“Account Bank” means any financial institution with which a Pledgor (now or in the
future) maintains an 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” mean the Borrowers under, and as defined in, the Credit Agreement from
time to time;




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	 	 	“Collateral Agent” means The Bank of New York Mellon in its capacity as collateral
agent under the First Lien Intercreditor Agreement, and its successors and
permitted assigns in such capacity;
	 
	 	 	“Credit Agreement” means the Credit Agreement dated as of 5 November 2009, among
Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co KG aA, SIG
Austria Holding GmbH, Closure Systems International B.V. and Closure Systems
International Holdings Inc. 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,
replaced or modified from time to time;
	 
	 	 	“Deed” means this deed of disclosed pledge of bank accounts;
	 
	 	 	“Enforcement Event” means an Event of Default under, and as defined in, the First
Lien Intercreditor Agreement;
	 
	 	 	“First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement
dated as of 5 November 2009, among 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 amended,
novated, supplemented, restated or modified from time to time;
	 
	 	 	“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and any
other document that is designated by the Loan Parties’ Agent and the Collateral
Agent as an intercreditor agreement, in each case as amended, novated,
supplemented, restated, replaced or modified from time to time;
	 
	 	 	“Issuers” means the Issuers under, and as defined in, the Senior Secured Note
Indenture, including their successors in interest;
	 
	 	 	“Lien” has the meaning it is given in the First Lien Intercreditor Agreement;
	 
	 	 	“Loan Documents” 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 Credit Document;
	 
	 	 	“Loan Parties” means the Grantors under, and as defined in, the First Lien
Intercreditor Agreement;
	 
	 	 	“Loan Parties’ Agent” means Reynolds Group Holdings Limited (formerly known as Rank
Group Holdings Limited);




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	 	 	“Parallel Debt” has the meaning ascribed thereto in Section 4.10 (Parallel Debt) of
the First Lien Intercreditor Agreement;
	 
	 	 	“Principal Finance Document” means the Credit Agreement, the Senior Secured Note
Indenture and the First Lien Intercreditor Agreement.
	 
	 	 	“Principal Obligations” means all present and future obligations and liabilities
(whether actual or contingent and whether owed jointly or severally or in any other
capacity whatsoever) of each Loan Party and each grantor of a security interest to
the Secured Parties (or any of them) under each or any of the Loan Documents,
together with all costs, charges and expenses incurred by 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 other than the obligations pursuant to the Parallel Debt;
	 
	 	 	“Rights” means, in respect of a Pledgor, all present and future rights
(vorderingen) of such Pledgor vis-à-vis any Account Bank;
	 
	 	 	“Secured Obligations” means all present and future obligations and liabilities
(whether actual or contingent and whether owed jointly or severally or in any other
capacity whatsoever) of each Loan Party and each grantor of a security interest to
the Collateral Agent under each or any of the Loan Documents, together with all
costs, charges and expenses incurred by the Collateral Agent 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, in
each case, pursuant to the Parallel Debt and all Principal Obligations that are
secured obligations pursuant to Clause 3.1.2.;
	 
	 	 	“Secured Parties” means the Secured Parties under, and as defined in, the First
Lien Intercreditor Agreement;
	 
	 	 	“Security Documents” means the Security Documents under, and as defined in, the
First Lien Intercreditor Agreement; and
	 
	 	 	“Senior Secured Note Indenture” means the Indenture dated as of 5 November 2009,
among the Issuers, the Note Guarantors (as defined therein) and The Bank of New
York Mellon, as trustee, principal paying agent, transfer agent and registrar, as
amended, extended, restructured, renewed, novated, supplemented, restated, replaced
or modified from time to time.




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	1.2	 	Interpretation






	 	1.2.1	 	Continuing Security
	 
	 	 	 	Any references made in this Deed to any Loan Document or to any
agreement or document (under whatever name), shall, where applicable, be
deemed to be references to (i) such Loan Document or such other agreement or
documents as the same may have been, or may at any time be, extended,
prolonged, amended, restated, supplemented, restructured, replaced, modified,
renewed or novated, as persons may accede thereto as a party or withdraw
therefrom as a party in part or in whole or be released thereunder in part or
in whole, and as facilities and financial services are or may at any time be
granted, extended, prolonged, increased, reduced, cancelled, withdrawn,
amended, restated, supplemented, restructured, replaced, modified, renewed or
novated thereunder including, without limitation, (a) any increase or
reduction in any amount available thereunder or any alteration of or addition
to the purpose for which any such amount, or increased or reduced amount may
be used, (b) any facility provided in substitution of or in addition to the
facilities originally made available thereunder, (c) any rescheduling of the
indebtedness incurred thereunder whether in isolation or in connection with
any of the foregoing, and (d) any combination of the foregoing and/or (ii) any
document designated as Loan Document by the Collateral Agent in accordance
with the Loan Documents, and consequently, the rights of pledge created under
and pursuant to this Deed and any supplemental deed of pledge will secure any
additional amounts which are or may be made available or become payable under
the Loan Documents from time to time.
	 
	 	1.2.2	 	Annex; Clause
	 
	 	 	 	Except as otherwise specified, a reference in this Deed to an Annex or a Clause
shall be construed as a reference to such Annex to or Clause of this Deed.
	 
	 	1.2.3	 	Construction
	 
	 	(a)	 	This Deed is subject to the terms of the Intercreditor Arrangements. In the
event of a conflict between the terms of this Deed and the Intercreditor Arrangements,
the terms of the Intercreditor Arrangements will prevail, subject to the mandatory
provisions of Dutch law. This does not apply to the extent that the inconsistency
between the Intercreditor Arrangements and any term of this Deed that relates to
creation or perfection of the security, to applicable law or to choice of court, in
which case this Deed will prevail.




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	 	(b)	 	To the extent set out in Section 4.11 of the First Lien Intercreditor
Agreement, each Pledgor shall, notwithstanding any release or discharge of all or any
part of the security, indemnify the Collateral Agent, its agents, its attorneys, any
delegate and any trustee in bankruptcy (curator) or administrator (bewindvoerder)
against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes,
and costs which it may sustain as a consequence of any breach by the Pledgors of the
provisions of this Deed, the exercise or purported exercise of any of the rights and
powers conferred on them by this Deed or otherwise relating to the Rights.






	1.3	 	Unlawful Financial Assistance
	 
	 	 	No obligations shall be included in the definition of “Secured Obligations” to the extent
that, if included, the security interest granted pursuant to this Deed or any part thereof
would be void as a result of a violation of the prohibition on financial assistance as
contained in Articles 2:98c and 2:207c Dutch Civil Code or any other applicable financial
assistance rules under any relevant jurisdiction (the “Prohibition”) and all provisions
hereof will be construed accordingly. For the avoidance of doubt, this Deed will continue
to secure those obligations which, if included in the definition of “Secured Obligations”,
would not constitute a violation of the Prohibition.
	 
	1.4	 	Separate Agreements; Counterparts






	 	1.4.1	 	This Deed is entered into between the Collateral Agent on the one hand and
each of the Pledgors on the other hand for efficiency purposes.
	 
	 	1.4.2	 	This Deed shall be construed so as to constitute a separate pledge
agreement between each Pledgor on the one hand and the Collateral Agent on the other
hand and if any such separate agreement between one of the Pledgors and the Collateral
Agent becomes invalid or unenforceable, is terminated, rescinded, released, void,
voidable, amended, restated, renewed, novated, restructured, replaced, modified,
supplemented or otherwise affected, the Secured Obligations of any Pledgor are
satisfied or any of the rights of pledge created thereby is ineffective, the foregoing
shall to the fullest extent permitted by law not affect the validity or enforceability
of any of the other agreements between the Collateral Agent on the one hand and each
other separate Pledgor on the other hand.
	 
	 	1.4.3	 	This Deed may be executed in any number of counterparts and by way of
facsimile exchange of executed signature pages, all of which taken together shall
constitute one and the same deed.




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	 	1.4.4	 	Once this Deed has been executed by the Collateral Agent, the same will
become effective between the Collateral Agent on the one hand and each Pledgor who
executes this Deed on the other hand (and among such Pledgors which have at such time
executed this Deed), irrespective whether all Pledgors have at such time executed this
Deed.






	2.	 	UNDERTAKING TO PLEDGE AND PARALLEL DEBT
	 
	2.1	 	Undertaking to Pledge
	 
	 	 	Each Pledgor has agreed, or, as the case may be, hereby agrees with the Collateral Agent
that it shall grant to the Collateral Agent a right of pledge (pandrecht) over the Rights,
as security for the payment of the Secured Obligations.
	 
	2.2	 	Parallel Debt
	 
	 	 	Pursuant to the Parallel Debt the Collateral Agent has its own claim in respect of the
payment obligations of the Loan Parties to the Secured Parties. With respect to this claim
the Collateral Agent acts in its own name and not as representative (vertegenwoordiger) of
the Secured Parties or any of them and consequently the Collateral Agent becomes the sole
pledgee (pandhouder) under this Deed.
	 
	3.	 	PLEDGE
	 
	3.1	 	Pledge of Rights






	 	3.1.1	 	To secure the payment of the Secured Obligations each Pledgor hereby grants
to the Collateral Agent, subject to any Liens permitted under sub-section 6.02 (u)
(Banker’s Lien) of the Credit Agreement, a first ranking disclosed right of pledge
(openbaar pandrecht eerste in rang) over the Rights, which rights of pledge are hereby
accepted by the Collateral Agent.
	 
	 	3.1.2	 	If and to the extent that at the time of the creation of this right of
pledge, or at any time hereafter, a Principal Obligation owed to the Collateral Agent
cannot be validly secured through the Parallel Debt, such Principal Obligation itself
shall be a Secured Obligation.
	 
	 	3.1.3	 	In order to perfect the right of pledge created pursuant to Clause 3.1.1,
each Pledgor shall (on its own behalf and on behalf of the Collateral Agent) forthwith
notify the Account Banks (which for the avoidance of doubt also includes financial
institutions with which any Pledgors will open an Account in the future) of the right
of pledge created hereby by sending a notification (mededeling) to the Account Banks
(the “Notification”) by registered mail or as otherwise agreed with the




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	 	 	 	Collateral Agent substantially in the form of Annex 2 (Form of Notification) with a
copy to the Collateral Agent. The Collateral Agent is authorised to notify any
Account Bank of the right of pledge created hereby.
	 
	 	3.1.4	 	The Collateral Agent hereby authorises each Pledgor to send the
Notifications on its behalf and to accept on behalf of the Collateral Agent any right
of pledge created over Rights after the date hereof, which authorisation permits such
Pledgor to (also) act as the Collateral Agent’s counterparty within the meaning of
Article 3:68 Dutch Civil Code.
	 
	 	3.1.5	 	The Collateral Agent is entitled to present this Deed and any other
document pursuant hereto for registration to any office, registrar or governmental
body in any jurisdiction the Collateral Agent deems necessary or useful to protect its
interests.
	 
	 	3.1.6	 	The Collateral Agent is entitled to register this Deed with the Tax
Authorities, pursuant to which an undisclosed right of pledge (stil pandrecht) will be
created over the Rights which have not already been validly pledged by way of
disclosed pledge. The Collateral Agent shall at all times be authorised to notify the
Account Banks of such undisclosed rights of pledge.






	3.2	 	Withdrawal Rights
	 
	 	 	The Collateral Agent hereby authorizes each Pledgor to pay into, receive, withdraw or
otherwise transfer any credit balance from time to time on any Account (as envisaged by
Article 3:246 paragraph 4 Dutch Civil Code) and to exercise all rights and powers in
respect of any Account (including the disposal or closing of such Account). The Collateral
Agent is entitled to revoke this authorisation if an Enforcement Event has occurred and is
continuing.
	 
	4.	 	REPRESENTATIONS, WARRANTIES AND COVENANTS
	 
	4.1	 	Representations and Warranties
	 
	 	 	Each Pledgor hereby represents and warrants to the Collateral Agent that the following is
true and correct on the date hereof and will be true and correct on each date an Account
Bank is notified pursuant to Clause 3.1.3:






	 	(a)	 	it is entitled to pledge the Rights as envisaged hereby;
	 
	 	(b)	 	the right of pledge created hereby over the Rights is, subject to any Liens
permitted under sub-section 6.02 (u) (Banker’s Lien) of the Credit Agreement, a first
ranking right of pledge (pandrecht eerste in rang), its Rights have not been
encumbered with limited rights (beperkte rechten)




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	 	 	 	or otherwise and no attachment (beslag) on the Rights has been made, in each case,
except as permitted by the Principal Finance Documents;
	 
	 	(c)	 	its Rights have not been transferred, encumbered or attached in advance, nor
has it agreed to such transfer or encumbrance in advance, in each case, except as
permitted by the Principal Finance Documents; and
	 
	 	(d)	 	other than the Accounts listed in Annex 1 (List of Accounts) opposite its
name, it does not have any other bank accounts in The Netherlands.






	4.2	 	Covenants
	 
	 	 	Each Pledgor hereby covenants that, subject to the Agreed Security Principles, it will:






	 	(a)	 	other than as permitted under the terms of the Principal Finance Documents,
not release, settle or subordinate any Rights without the Collateral Agent’s prior
written consent (such consent not to be unreasonably withheld or delayed);
	 
	 	(b)	 	at the Collateral Agent’s first request, as soon as practicable submit an
up-to-date overview listing the Rights and the balances of its Accounts in the form
designated by the Collateral Agent, which may include a print-out and/or an electronic
data carrier containing the relevant data provided that no more than one request shall
be made in any 12 month period unless an Enforcement Event has occurred and is
continuing;
	 
	 	(c)	 	at its own expense execute all documents, exercise any right, power or
discretion exercisable and do all such acts as the Collateral Agent may reasonably
request for creating, perfecting, protecting or enforcing the rights of pledge
envisaged hereby;
	 
	 	(d)	 	other than envisaged hereby, or as permitted under the terms of the other
Principal Finance Documents, not pledge, otherwise encumber or transfer any Rights,
whether or not in advance, or permit to subsist any kind of encumbrance or attachment
over the Rights;
	 
	 	(e)	 	other than as permitted under the terms of the Principal Finance Documents
not perform any act that would affect the validity or enforceability of the security
under this Deed or cause an Event of Default to occur;
	 
	 	(f)	 	as soon as practicable inform the Collateral Agent of any event or
circumstance which may be of importance to the Collateral Agent for the preservation
or exercise of the Collateral Agent’s rights pursuant hereto and provide the
Collateral Agent, upon its written request, with any other




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	 	 	 	information in relation to the (pledge of the) Rights as the Collateral Agent may
from time to time request acting reasonably, provided that no more than one request
shall be made in any 12 month period unless an Enforcement Event has occurred and
is continuing; and
	 
	 	(g)	 	as soon as reasonably practicable inform in writing persons such as a
liquidator (curator) in bankruptcy, an administrator (bewindvoerder) in a
(preliminary) suspension of payment or persons making an attachment, of the existence
of the rights of the Collateral Agent pursuant hereto.






	5.	 	ENFORCEMENT
	 
	5.1	 	Any failure by a Pledgor to satisfy the Secured Obligations when due shall constitute a
default (verzuim) in the performance of the Secured Obligations, without any reminder letter
(sommatie) or notice of default (ingebrekestelling) being required.
	 
	5.2	 	If an Enforcement Event has occurred and is continuing, the Collateral Agent may enforce its
right of pledge and take recourse against the proceeds thereof.
	 
	5.3	 	The Pledgors shall not be entitled to request the court to determine that the Rights pledged
pursuant hereto shall be sold in a manner deviating from the provisions of Article 3:250 Dutch
Civil Code.
	 
	5.4	 	The Collateral Agent shall not be obliged to give notice to any Pledgor of any intention to
sell the pledged Rights (as provided in Article 3:249 Dutch Civil Code) or, if applicable, of
the fact that it has sold the same Rights (as provided in Article 3:252 Dutch Civil Code).
	 
	5.5	 	All monies received or realised by the Collateral Agent in connection with the Rights shall
be applied by the Collateral Agent in accordance with the Intercreditor Arrangements, subject
to the mandatory provisions of Dutch law on enforcement (uitwinning).
	 
	6.	 	MISCELLANEOUS PROVISIONS
	 
	6.1	 	Waiver






	 	6.1.1	 	To the fullest extent allowed by applicable law, each Pledgor waives (doet
afstand van) any right it may have of first requiring the Collateral Agent to proceed
against or claim payment from any other person or enforce any guarantee or security
granted by any other person before exercising its rights pursuant hereto, which waiver
is hereby accepted by the Collateral Agent.




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	 	6.1.2	 	Each Pledgor hereby irrevocably and unconditionally waives (doet afstand
van) any rights granted to it under or pursuant to any Dutch law provisions for the
protection of grantors of security for the debts of third parties, including, to the
extent relevant, any rights it may have pursuant to Articles 3:233, 3:234 and 6:139
Dutch Civil Code, which waiver is hereby accepted by the Collateral Agent.
	 
	 	6.1.3	 	Each Pledgor hereby irrevocably and unconditionally waives (doet afstand
van), to the extent necessary in advance, any and all rights of recourse (regres) or
subrogation (subrogatie) vis-à-vis any Loan Party that such Pledgor has or may obtain
or acquire after the date of this Deed as a result of any enforcement action in
respect of the rights of pledge granted under or in connection with this Deed (and, to
the extent such waiver is not enforceable in whole or in part, any rights of recourse
or subrogation to which such Pledgor is or may become entitled under or pursuant to
enforcement of any rights of pledge created under or pursuant to this Deed are hereby
pledged to the Collateral Agent by way of a non disclosed pledge governed by the terms
of this Deed), which waiver is hereby accepted by the Collateral Agent.






	6.2	 	Evidence of Indebtedness
	 
	 	 	An excerpt from the Collateral Agent’s records shall serve as conclusive evidence (dwingend
bewijs) of the existence and the amounts of the Secured Obligations, subject to proof to
the contrary.
	 
	6.3	 	Unenforceability
	 
	 	 	Each Pledgor and the Collateral Agent hereby agree that they will negotiate in good faith
to replace any provision hereof which may be held unenforceable with a provision which is
enforceable and which is as similar as possible in substance to the unenforceable
provision.
	 
	6.4	 	Power of Attorney
	 
	 	 	Each Pledgor hereby grants an irrevocable power of attorney to the Collateral Agent and any
trustee in bankruptcy (curator) or administrator (bewindvoerder) severally provided always
that the Collateral Agent may only be entitled to exercise the power of attorney granted to
it by such Pledgor under this Clause 6.4 if (i) an Enforcement Event has occurred which is
continuing and/or (ii) the Collateral Agent has received notice from the Applicable
Representative, the Loan Parties’ Agent and/or a Pledgor that such Pledgor has failed to
comply with a further assurance or perfection obligation within 10 Business Days of being
notified of that failure (with a copy of that notice being sent to the Loan Party’s Agent)
authorising the Collateral Agent to execute on its behalf all documents




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	 	 	and to perform all such acts on behalf of the Pledgors as the Collateral Agent may deem
necessary or useful in order to have the full benefit of the rights (to be) granted to the
Collateral Agent pursuant hereto, including (i) the exercise of any ancillary rights
(nevenrechten) as well as any other rights it has in relation to the Rights and (ii) the
performance of obligations of the Pledgors hereunder, which authorisations permits the
Collateral Agent to (also) act as the Pledgors’ counterparty within the meaning of Article
3:68 Dutch Civil Code. Provided further that the Collateral Agent shall not be obliged to
exercise the power of attorney granted to it by the Pledgors under this Clause 6.4 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 satisfaction.
	 
	6.5	 	Delegation
	 
	 	 	Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted
by Dutch law), each of the Collateral Agent and any trustee in bankruptcy (curator) or
administrator (bewindvoerder) shall have full power to delegate (either generally or
specifically) the powers, authorities and discretions conferred on it by this Deed
(including the power of attorney) on such terms and conditions as it shall see fit which
delegation shall not preclude either the subsequent exercise, any subsequent delegation or
any revocation of such power, authority or discretion by the Collateral Agent or any
trustee in bankruptcy (curator) or administrator (bewindvoerder) itself.
	 
	6.6	 	Costs
	 
	 	 	With respect to costs and expenses, Section 9.05 (Expenses; Indemnity) of the Credit
Agreement shall apply mutatis mutandis and the provisions thereof are incorporated here by
reference.




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	7.	 	POWER TO TRANSFER
	 
	7.1	 	The Collateral Agent is entitled to transfer all or part of its rights and/or obligations
pursuant hereto to any replacement collateral agent appointed in accordance with the First
Lien Intercreditor Agreement, to the extent such transfer is in accordance with the terms of
the First Lien Intercreditor Agreement, and each Pledgor hereby in advance gives its
irrevocable consent to and hereby in advance irrevocably co-operates with any such transfer
(within the meaning of Articles 6:156 and 6:159 Dutch Civil Code).
	 
	7.2	 	Subject to Section 9.16 (Confidentiality) of the Credit Agreement and the terms of the other
Principal Finance Documents the Collateral Agent is entitled to impart any information
concerning the Pledgors or the Rights to any (proposed) transferee.
	 
	8.	 	TERMINATION
	 
	8.1	 	Unless terminated by operation of law, the Collateral Agent’s right of pledge created
pursuant hereto shall be in full force and effect vis-à-vis each Pledgor until it shall have
terminated, in part or in whole, as described in Clause 8.2 and Clause 8.3 below.
	 
	8.2	 	The Collateral Agent will be entitled to terminate by notice (opzeggen) the right of pledge
created hereunder and pursuant hereto, in part or in whole, in respect of all or part of the
Rights and/or all or part of the Secured Obligations. If and insofar as the purported effect
of any such termination would require a waiver (afstand) by the Collateral Agent, such
termination shall be construed accordingly and each Pledgor hereby in advance agrees to such
waiver.
	 
	8.3	 	The Collateral Agent’s right of pledge created pursuant hereto in respect of any or all of
the Rights shall be released and cancelled (a) by the Collateral Agent (acting on the
instructions of the Applicable Representative) at the request and cost of the Pledgors, 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 Pledgors or any other person under any of the Loan
Documents, or (b) in accordance with, and to the extent required by, the Intercreditor
Arrangements (to the extent it is possible to give effect to such arrangements under Dutch
law).
	 
	9.	 	NO LIABILITY
	 
	 	 	None of the Collateral Agent, its nominee(s) or any trustee in bankruptcy (curator) or
administrator (bewindvoerder) or delegate appointed pursuant to this Deed shall be liable
by reason of (a) taking any action permitted by this




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	 	 	Deed or (b) any neglect or default in connection with the Rights or (c) the taking
possession or realisation of all or any part of the Rights, except to the extent provided
in the Principal Finance Documents.
	 
	10.	 	GOVERNING LAW AND JURISDICTION
	 
	10.1	 	This Deed is governed by and shall be interpreted in accordance with Dutch law. All disputes
arising from or in connection with this Deed shall be submitted to the competent court in
Amsterdam, without prejudice to the Collateral Agent’s right to submit any disputes to any
other competent court in The Netherlands or in any other jurisdiction.
	 
	10.2	 	If a party to this Deed is represented by (an) attorney(s) in connection with the execution
of this Deed or any agreement or document pursuant hereto, and the relevant power of attorney
is expressed to be governed by Dutch law, such choice of law is hereby accepted by the other
party, in accordance with Article 14 of the ‘The Hague Convention on the Law Applicable to
Agency’ of 14 March 1978.
	 
	10.3	 	Pursuant to Article 1:15 Dutch Civil Code each Pledgor hereby designates the offices of the
Company as such Pledgor’s domicile (woonplaats) for service of process in any proceedings in
connection with this Deed. This designation shall be without prejudice to any other method of
service of process permitted by law.





<<signature page to follow>>







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This Deed has been executed on 5 November 2009 by:



CLOSURE SYSTEMS INTERNATIONAL B.V., as Pledgor



Name: PHILIP WEST



Title: ATTORNEY



REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V. , as Pledgor



Name: PHILIP WEST



Title: ATTORNEY



THE BANK OF NEW YORK MELLON, as Collateral Agent



Name: MICHAEL LEE



Title: SENIOR ASSOCIATE









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ANNEX I

LIST OF ACCOUNTS




Closure Systems International B.V




	 	 	 	 	 	 	 	 	 
	Bank name	 	Address/ Contact name	 	Account No.	 	SWIFT/ BIC	 	Currency
	Citibank 

International Plc

	 	Citibank International

PLC, Netherland branch



Schiphol Boulevard 257
	 	[__________]
	 	CITINL2X
	 	USD
	 
	 	 	 	 	 	 	 	 
	 

	 	WTC Building — Tower D,
Floor 8	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	1118 BH Luchthaven

Schiphol	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Amsterdam	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Netherlands	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Contact name: Janine

Boulter	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(Janine.boulter@citi.com)

relationship manager in
New Zealand	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Citibank 

International Plc

	 	Citibank International

PLC, Netherland branch
	 	[__________]
	 	CITINL2X
	 	EUR
	 
	 	 	 	 	 	 	 	 
	 

	 	Schiphol Boulevard 257	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	WTC Building — Tower D,
Floor 8	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	1118 BH Luchthaven

Schiphol	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Amsterdam	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Netherlands



Contact name: Janine	 	 	 	 	 	 






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	Bank name	 	Address/ Contact name	 	Account No.	 	SWIFT/ BIC	 	Currency
	 

	 	Boulter	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(Janine.boulter@citi.com) 

relationship manager in
New Zealand	 	 	 	 	 	 






Reynolds Consumer Products International B.V




	 	 	 	 	 	 	 	 	 
	Bank name	 	Address/ Contact name	 	Account No.	 	SWIFT/ BIC	 	Currency
	Citibank Plc

	 	Citibank International

PLC, Netherland branch
	 	[__________]
	 	CITINL2X
	 	USD
	 
	 	 	 	 	 	 	 	 
	 

	 	Schiphol Boulevard 257


WTC Building — Tower D,
Floor 8	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	1118 BH Luchthaven

Schiphol	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Amsterdam	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Netherlands	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Contact name: Janine
Boulter	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(Janine.boulter@citi.com) 

relationship manager in
New Zealand	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Citibank Plc

	 	Citibank International

PLC, Netherland branch
	 	[__________]
	 	CITINL2X
	 	EUR
	 
	 	 	 	 	 	 	 	 
	 

	 	Schiphol Boulevard 257	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	WTC Building — Tower D,
Floor 8	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	1118 BH Luchthaven	 	 	 	 	 	 
	 

	 	Schiphol	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Amsterdam	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Netherlands	 	 	 	 	 	 






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	Bank name	 	Address/ Contact name	 	Account No.	 	SWIFT/ BIC	 	Currency
	 

	 	Contact name: Janine
Boulter	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(Janine.boulter@citi.com) 

relationship manager in
New Zealand	 	 	 	 	 	 






- 17 -









 






ANNEX II

FORM OF NOTIFICATION



From: [Closure Systems International B.V. / Reynolds Consumer Products International B.V.] (the
“Pledgor”)



To:     BY REGISTERED MAIL



[Amsterdam], [•] 2009



Dear Sir/Madam,




Notification of Pledge



We hereby (also on behalf of the Collateral Agent) notify you of the deed of disclosed pledge of
bank accounts between the Pledgors and The Bank of New York Mellon as pledgee (the “ Collateral
Agent ”) dated 5 November 2009 (the “Pledge of Bank Accounts”), in which a disclosed first ranking
right of pledge (openbaar pandrecht eerste in rang) is (to be) created over all our present and
future rights vis-à-vis yourselves, subject to any Liens permitted under Sub-Section 6.02(u)
(Banker’s Liens) of the Credit Agreement (as defined in the Pledge of Bank Accounts).



Capitalised terms used herein shall have the same meaning given thereto in the Pledge of Bank
Accounts.



Please be informed that pursuant to the Pledge of Bank Accounts we will remain authorised to
operate our accounts with you as normal in accordance with the mandates that currently exist in
respect of our accounts with you and consequently you are authorised to continue to execute our
payment instructions in connection with the above-mentioned accounts until this authorisation is
terminated.



By signing this letter for acknowledgement you release any right of pledge, and waive any right of
set-off and suspension in respect of the above-mentioned accounts.



To the extent necessary this letter shall serve as a supplemental deed of pledge in connection with
all our present and future Rights to which the provisions of the Pledge of Bank Accounts shall
apply mutatis mutandis. Each Pledgor accepts the right of pledge created hereby on behalf of the
Collateral Agent.



Please sign the enclosed copy of this letter for acknowledgement of receipt.



Yours sincerely,









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By: [Closure Systems International B.V. / Reynolds Consumer Products International B.V.] (also on
behalf of the Collateral Agent)



Title:



For acknowledgement of receipt



[the Financial Institutions Listed in Annex 1 (List of Accounts)]




	 	 	 

	 
	 

	 	 
	By:

	 	By:
	Title:

	 	Title:







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