exv4w126






EXHIBIT 4.126




PLEDGE OF REGISTERED SHARES




relating to the pledge of shares of

SIG Combibloc Procurement AG



dated 2 December 2009



between



SIG COMBIBLOC GROUP AG



as Pledgor



and



THE BANK OF NEW YORK MELLON



acting as Collateral Agent under the First Lien Intercreditor Agreement



for itself and for the benefit and for the account of the Secured Parties



as Pledgee


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.




 









 




THIS PLEDGE OF REGISTERED SHARES is effective as of the Effective Date (as defined in Clause 2.
below) and entered BETWEEN





	(1)	 	SIG Combibloc Group 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-290.3.004.149-2 (the “Pledgor”) of the one part; and
	 
	(2)	 	The Bank of New York Mellon acting under the First Lien Intercreditor Agreement (as defined
below) as Collateral Agent for itself and for the benefit and for the account of the Secured
Parties (as defined below) (the “Collateral Agent” or the “Pledgee”) on the other part.




RECITALS





	(A)	 	Pursuant to a credit agreement dated November 5, 2009 made between inter alia Reynolds Group
Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KG aA,
Closure Systems International Holdings Inc., Closure Systems International B.V. and SIG
Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to
time party thereto and Credit Suisse AG, Cayman Islands Branch (formerly known as Credit
Suisse, Cayman Islands Branch), as administrative agent, as amended, extended, restructured,
renewed, novated, supplemented, restated, refunded, replaced or modified from time to time
(the “Credit Agreement”) certain facilities were made available on the terms and conditions
thereof.
	 
	(B)	 	Pursuant to a senior secured note indenture dated November 5, 2009 among inter alia the
Issuers (as defined below), the Note Guarantors (as defined therein) and The Bank of New York
Mellon, as trustee, principal paying agent, transfer agent and registrar, as amended,
extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or
modified from time to time (the “Senior Secured Note Indenture”), certain senior secured notes
were issued to certain noteholders on the terms and conditions thereof.
	 
	(C)	 	Pursuant to a first lien intercreditor agreement dated November 5, 2009 among The Bank of New
York Mellon as Collateral Agent (as defined therein) and as Trustee (as




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	 	 	defined in the Senior Secured Note Indenture) and Credit Suisse AG, Cayman Islands Branch
(formerly known as Credit Suisse, Cayman Islands Branch), as Administrative Agent (as defined
in the Credit Agreement), as amended, novated, supplemented, restated or modified from time
to time (the “First Lien Intercreditor Agreement”), The Bank of New York Mellon was appointed
Collateral Agent (as defined therein) with regard to, among other things, the acquisition,
holding and enforcement of Liens on Collateral (both as defined in therein).
	 
	(D)	 	On or around the date hereof, the Credit Agreement, the Senior Secured Note Indenture and the
First Lien Intercreditor Agreement were supplemented by means of a guarantor joinder to the
Credit Agreement (which also provides for the accession of the Pledgor to the First Lien
Intercreditor Agreement) and a supplemental indenture to the Senior Secured Note Indenture,
executed by the Pledgor.
	 
	(E)	 	The security created by or pursuant to this Agreement is to be administered by the Collateral
Agent for itself and for the benefit and for the account of the Secured Parties (as defined
below) pursuant to the relevant provisions of the First Lien Intercreditor Agreement.
	 
	(F)	 	Pursuant to the Principal Finance Documents the parties enter into this Agreement in order to
secure the performance of the Secured Obligations (all as defined below).




NOW IT IS AGREED as follows:




1. DEFINITIONS AND CONSTRUCTION





	(a)	 	In this Agreement, unless the context otherwise requires or unless otherwise defined or
provided for in this Agreement, a term defined in the First Lien Intercreditor Agreement,
shall have the same meaning in this Agreement and in any notice given under this Agreement. In
addition, the following words and expressions shall have the respective meanings ascribed to
them:
	 
	 	 	“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.
	 
	 	 	“Agreement” shall mean this pledge of registered shares.




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	 	 	“Collateral Agent” shall mean The Bank of New York Mellon in its capacity as collateral agent
as appointed under the First Lien Intercreditor Agreement and its successors and permitted
assigns in such capacity.
	 
	 	 	“Dividends” means all dividend payments resolved by the shareholders’ meeting of the Swiss
Company and effected by the board of Directors of the Swiss Company, whether in cash or in
the form of additional shares in the Swiss Company (stock dividend) or in any other form.
	 
	 	 	“Enforcement Event” means any “Event of Default” under and as defined in the Credit Agreement
and/or the Senior Secured Note Indenture, as the context requires, provided that any notice,
lapse of time or other condition precedent to the occurrence of such Event of Default in the
relevant instrument shall have been satisfied.
	 
	 	 	“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and any other
document that is designated by the Loan Parties’ Agent (as defined below) and the Applicable
Representative as an intercreditor agreement, in each case as amended, novated, supplemented,
restated, replaced or modified from time to time.
	 
	 	 	“Issuers” shall mean the “Issuers” under, and as defined in, the Senior Secured Note
Indenture, including their successors in interest.
	 
	 	 	“Lien” has the meaning it is given in the First Lien Intercreditor Agreement.
	 
	 	 	“Loan Documents” shall mean the “Credit Documents” under, and as defined in, the First Lien
Intercreditor Agreement and any other documents designated by the Loan Parties’ Agent and the
Applicable Representative as a Loan Document.
	 
	 	 	“Loan Parties” shall mean the “Grantors” under, and as defined in, the First Lien
Intercreditor Agreement.
	 
	 	 	“Loan Parties’ Agent” shall mean Reynolds Group Holdings Limited (formerly known as Rank
Group Holdings Limited).
	 
	 	 	“Parallel Obligations” means the independent obligations of any of the Loan Parties arising
pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal
to the sums owed by such Loan Party to the other Secured Parties (or any of them) under the
Loan Documents.




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	 	 	“Pledge” means the pledge of the Shares pursuant to art. 884 et seqq. of the Swiss Civil Code
as constituted in this Agreement.
	 
	 	 	“Pledged Assets” means all assets, rights and property of the Pledgor the subject of any
security created herein including, without limitation, the Shares, the Dividends and all
shares, interests, distributions, securities, subscription rights, option rights, liquidation
proceeds or rights whatsoever referred to in Clause 2 of this Agreement.
	 
	 	 	“Principal Finance Documents” means the Credit Agreement, the Senior Secured Note Indenture
and the Intercreditor Arrangements.
	 
	 	 	“SchKG” means the Swiss federal statute on debt collection and bankruptcy (“Bundesgesetz über
Schuldbetreibung und Konkurs”) dated 11 April 1889, as amended from time to time, carrying
the official designation SR 281.1.
	 
	 	 	“Secured Obligations” means all present and future obligations and liabilities (whether
actual or contingent and whether owed jointly or severally or in any other capacity
whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties
(or any of them) under each or any of the Loan Documents including in particular, but not
limited to, the Parallel Obligations 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 documents evidencing or securing any
such liabilities provided always that the Pledgor (A) shall only be liable under this
Agreement or any other Loan Document (including, for the avoidance of doubt, any
restructuring of the Pledgor’s rights of set-off and/or subrogation and its duties to
subordinate claims) in relation to obligations (other than obligations under the Loan
Documents of (y) the Pledgor (i) incurred as Borrower under the Credit Agreement, (ii)
incurred as borrower under a Local Facility Agreement (as defined in the Credit Agreement),
(iii) incurred as a party to and beneficiary under any Hedging Agreement (as defined in the
Credit Agreement), (iv) owed as Cash Management Obligations, provided the Pledgor is a
beneficiary of the Cash Management Services causing such Cash Management Obligations (all as
defined in the Credit Agreement), (v) incurred as a party to and beneficiary under any
Additional Agreement or (vi) to the extent certain proceeds of the Senior Secured Note
Indenture have been made available to the Pledgor, up to such proceeds and (z) a direct or
indirect subsidiary of the Pledgor (the “Pledgor’s Subsidiary") (i) incurred as Borrower
under the Credit Agreement,




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	 	 	(ii) incurred as borrower under a Local Facility Agreement (as defined in the Credit
Agreement), (iii) incurred as a party to and beneficiary under any Hedging Agreement (as
defined in the Credit Agreement), (iv) owed as Cash Management Obligations, provided the
Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such Cash
Management Obligations (all as defined in the Credit Agreement), (v) incurred as a party to
and beneficiary under any Additional Agreement or (vi) to the extent certain proceeds of the
Senior Secured Note Indenture have been made available to the Pledgor’s Subsidiary, up to
such proceeds) to the extent such obligations do 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 Pledgor and in the maximum amount of its profits available for the
distribution of dividends at the point in time the Pledgor’s obligations fall due (being the
balance sheet profits and any free reserves made for this purpose, in each case in accordance
with the relevant Swiss law); (B) pass for such payments shareholder’s 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 a report from the Pledgor’s auditors
approving the proposed distribution of dividends); and (C) deduct from such payments 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:






	 	(i)	 	pay such deduction to the Swiss Federal Tax Administration; and
	 
	 	(ii)	 	give evidence to the respective Secured Party beneficiary or Secured
Parties beneficiaries (as the same may be) of such deduction in accordance with
Section 2.20 of the Credit Agreement (Taxes) and Section 4.15 of the Senior Secured
Note Indenture (Withholding Taxes);
	 
	 	(iii)	 	but if such a deduction is made, not be obliged to gross-up pursuant
to Section 2.20 of the Credit Agreement (Taxes) and Section 4.15 of the Senior
Secured Note Indenture (Withholding Taxes) to the extent that such gross-up would
result in the aggregate amounts paid to the Secured Parties beneficiaries and the
Swiss Federal Tax administration exceeding the maximum amount of its profits
available for the distribution of dividends.




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	 	 	“Secured Parties” means the “Secured Parties” under, and as defined in, the First Lien
Intercreditor Agreement. Each entity or person that becomes a Secured Party after the date of
this Agreement shall be a Secured Party under this Agreement.
	 
	 	 	“Shares” means all of the shares of the Swiss Company presently or in the future held by the
Pledgor, and, as of the Effective Date, as set out in the Schedule 1 hereto, and in
addition thereto, and in accordance with Swiss law, all securities or rights, including
participation rights, i.e. “Partizipationsscheine” and/or “Genussscheine” within the meaning
of art. 656a et seq. and art. 657 of the Swiss Code of Obligations, respectively, offered,
issued or paid by the Swiss Company in substitution or in addition to such shares, following
exchange, merger, redemption, consolidation, division, issue of stock, option, dividend,
subscription for each or otherwise and, generally, all such stock, shares and rights in the
capital of the Swiss Company, which the Pledgor may receive in whatsoever manner subsequent
to the Effective Date, together with all accessory rights and claims associated with the
Shares, including but not limited to all Dividend payments or compensation of any kind paid
to the Pledgor as owner of the Shares.
	 
	 	 	“Swiss Company” means the company whose shares are subject to the pledge created hereby, i.e.
SIG Combibloc Procurement 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-290.3.016.591-1.
	 
	(b)	 	Reference to a person in this Agreement includes its successors and assigns including,
without limitation, any successor or assignee of the Pledgor by way of merger, amalgamation,
novation or otherwise.
	 
	2.	 	EFFECTIVE DATE
	 
	 	 	This Agreement shall be effective as of the date set forth on its front page (the “Effective
Date”).
	 
	3.	 	PLEDGE
	 
	(a)	 	As continuing security for the payment of the Secured Obligations and until this Agreement
shall be released in accordance with Clause 18 hereof, the Pledgor agrees




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	 	 	to pledge and pledges to the Collateral Agent the Shares (including any Dividends owned by
the Pledgor as of the Effective Date).
	 
	(b)	 	The Collateral Agent is authorised to notify the Swiss Company of all and any rights arising
under this Agreement and on the Effective Date the Pledgor shall procure that the Swiss
Company executes and delivers to the Collateral Agent an acknowledgement of pledge in the form
of Schedule 2 hereof.
	 
	(c)	 	Upon the Effective Date, and within four weeks of the issue of any future Shares, the Shares
shall be delivered by the Pledgor to the Collateral Agent, duly endorsed in blank by the
Pledgor and such Shares shall be held by the Collateral Agent in accordance with the
provisions of the Principal Finance Documents.
	 
	(d)	 	The Pledge includes all accessory rights, interest, benefits, remedies and claims
appertaining to or derived from the Shares whether already existing or due, or to come into
existence or become due in the future including but not limited to interest, distributions,
dividends (subject to Clause 6), share certificates, subscription rights (including preemptive
right (Bezugrecht) and priority subscription right (Vorwegzeichnungsrecht), option rights, and
liquidation proceeds as well as all securities or rights whatsoever which may substitute or
may be offered in exchange for any of the Shares whether by operation of law or otherwise as
of the Effective Date or thereafter.
	 
	(e)	 	The supervision, observation and exercise of rights arising from calls conversions and
exchanges offers, repayments in full or in part, subscription rights, as well as all other
notices, offers and communications concerning the Shares shall be the responsibility of the
Pledgor. If an Enforcement Event has occurred and is continuing, the Collateral Agent shall be
entitled but not obliged to use or exercise such rights or to do such acts on behalf of the
Pledgor.
	 
	4.	 	PRESERVATION OF SECURITY
	 
	(a)	 	The security constituted by this Pledge shall be continuing and will extend to the ultimate
balance of the Secured Obligations, regardless of any intermediate payment or discharge in
part (whether in respect of this Pledge, any other security or otherwise).




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	(b)	 	Subject to Clause 18, the obligations of the Pledgor hereunder shall not be affected by any
act, omission or circumstances which, but for this provision, might operate to release or
otherwise exonerate the Pledgor from its obligations hereunder or affect such obligations
including without limitation and whether or not known to the Pledgor or the Collateral Agent:






	 	(i)	 	any time, waiver or concession granted to or composition with the Pledgor or any
other party to the Loan Documents;
	 
	 	(ii)	 	the taking, variation, extension, compromise, exchange, renewal or release of, or
refusal or neglect to perfect, take up or enforce, any terms of the Loan Documents or
any rights or remedies against, or securities granted by the Pledgor or any party to the
Loan Documents;
	 
	 	(iii)	 	any irregularity, invalidity or unenforceability of any obligations of the
Pledgor or any party to the Loan Documents or any present or future law or order of any
government or authority (whether of right or in fact) purporting to reduce or otherwise
affect any of such obligations to the intent that the Pledgor’s obligations under this
Pledge and this security shall remain in full force and this Pledge shall be construed
accordingly as if there were no such irregularity, unenforceability, invalidity, law or
order;
	 
	 	(iv)	 	any legal limitation, disability, incapacity or other circumstances including
bankruptcy, insolvency, liquidation, administrative or other receivership relating to
the Pledgor or any party to the Loan Documents or any other person or any amendment to
or variation of the terms of the Loan Documents or any other document or security.






	(c)	 	Provided an Enforcement Event has occurred and is continuing, the Pledgor waives (i) its
right of objection pursuant to Art. 41 SchKG of first requiring the Collateral Agent to
enforce and realise the Shares subject of this Pledge and (ii) any right it may have of first
requiring the Collateral Agent of the Secured Parties to enforce any guarantee, pledge or
other security before enforcing and realising this Agreement.
	 
	(d)	 	This Pledge shall be cumulative, independent of, separate from, in addition to and shall not
in any way be prejudiced by any other pledge or other security or guarantee as of the
Effective Date or thereafter held by the Collateral Agent with respect to any




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	 	 	Secured Obligations. None of such other securities shall prejudice, or be prejudiced by, or
shall be merged in any way with this Agreement.
	 
	5.	 	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
	 
	(a)	 	The Pledgor warrants and represents to the Collateral Agent that as of the Effective Date
with reference to the facts and circumstances then existing and subject to the provisions of
the Principal Finance Documents:






	 	(i)	 	the representations and warranties made by the Pledgor as Loan Party in Section
3.01 (Organization; Powers), 3.02 (Authorization), 3.03 (Enforceability), 3.07 (Title to
Properties; Possession Under Leases), 3.09 (Litigation, Compliance with Laws), 3.10
(Agreements) and 3.19(d) (Security Documents) of the Credit Agreement, are true and
accurate as regards the Pledgor and this Pledge, subject to limitations on
representations and warranties in the Principal Finance Documents;
	 
	 	(ii)	 	to the best of Pledgor’s knowledge the Shares represent the entire issued and
fully paid-up capital of the Swiss Company (except as set out in Schedule 3.08 of the
Credit Agreement) and the Shares have been validly issued and there are no moneys or
liabilities outstanding in respect of the Shares, other than Dividends resolved but not
yet paid;
	 
	 	(iii)	 	the Pledgor is the sole owner of the Shares and the Shares are free and clean of
any third party rights or of any Lien (except as created under this Agreement or
permitted under the Principal Finance Documents).






	(b)	 	Unless otherwise permitted under the Loan Documents, the Pledgor further undertakes that
during the lifetime of this Agreement it shall ensure that the security interest created by or
pursuant to this Agreement will at all times be a first ranking pledge pursuant to article 899
et seqq. of the Swiss Civil Code (“CC”), in particular pursuant to articles 893 CC.
	 
	(c)	 	The Pledgor further undertakes that it shall not, save as otherwise permitted by the
Principal Finance Documents, during the lifetime of this Agreement:




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	 	(i)	 	take or permit to be taken any action whereby the rights attaching hereunder to
the Shares are altered or diluted in such way that it would have an adverse effect on
the Collateral Agent and its rights hereunder;
	 
	 	(ii)	 	amend the articles of association of the Swiss Company (i) in order to change the
Shares into bearer shares or into registered shares with restricted transferability as
set forth in article 685a et seq. of the Swiss Code of Obligations or (ii) to an extent
which would adversely affect the rights of the Collateral Agent hereunder, including the
right to enforce the security interest created hereunder.






	6.	 	VOTING RIGHTS
	 
	(a)	 	Provided no Enforcement Event has occurred and is continuing, all voting rights in the Shares
and all other rights and powers relating to the Shares shall remain with the Pledgor provided
that such rights shall not be exercised in any manner which would have an adverse effect on
the validity of the security under this Agreement or, other than as permitted by the Principal
Finance Documents, on the ability of the Collateral Agent to transfer all or part of the
Shares by or pursuant to this Agreement or by law.
	 
	(b)	 	Provided an Enforcement Event has occurred and is continuing, the Collateral Agent may, at
its discretion, exercise any voting rights relating to the Shares and all other powers, rights
and benefits conferred on or exercisable by the holders of such securities.
	 
	(c)	 	In order to enable the Collateral Agent to exercise such voting rights, the Pledgor shall
deliver to the Collateral Agent, simultaneously with the Effective Date of this Agreement, a
power of attorney in favour of the Collateral Agent in the form set out in Schedule 3
hereto, and at any time thereafter, such forms of proxy or other appropriate forms of
authorisation.
	 
	7.	 	DIVIDENDS
	 
	(a)	 	Unless an Enforcement Event has occurred and is continuing, the payment of Dividends may be
made to the Pledgor as well as other moneys paid on or derived from the Shares.




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	(b)	 	Provided an Enforcement Event has occurred and is continuing, the Pledgor shall cause the
Swiss Company to distribute Dividends as well as other moneys paid on or derived from the
Shares according to the instructions of the Collateral Agent and shall do all acts and things
which are necessary to enable the Collateral Agent to collect such Dividends and other moneys
paid directly from the Swiss Company. Such Dividends to be applied as though they were the
proceeds of enforcement under this Agreement.
	 
	8.	 	ENFORCEMENT AND APPLICATION OF PROCEEDS
	 
	(a)	 	If an Enforcement Event has occurred and is continuing, the Collateral Agent, acting for
itself and for the benefit and for the account of the Secured Parties, shall be entitled, but
not obliged, to exercise immediately all the rights and powers conferred to it under or
pursuant to this Agreement and in particular, without regard to the provisions of the SchKG,
to realize any or all of the Pledged Assets by private sale (“Private Verwertung”) as, in its
sole and absolute discretion, is necessary or appropriate to cover the Secured Obligations,
without notice to the Pledgor, and to apply the net proceeds in settlement of all the Secured
Obligations, including, but not limited to, principal, contractual and penalty interests,
commissions, charges and costs in accordance with the terms of the Principal Finance
Documents. Any surplus following satisfaction of the Secured Obligations shall be paid by the
Collateral Agent to the Pledgor, or to a third party, as directed in writing by the Pledgor,
for no consideration.
	 
	(b)	 	If an Enforcement Event has occurred and is continuing, the Collateral Agent shall also be
entitled to acquire from the Pledgor all or part of the Pledged Assets for cash consideration
equal to the fair market value of the Pledge Assets, such fair market value to be computed by
an independent expert using a valuation methodology generally recognized as standard market
practice in the field of corporate finance, it being understood that the Collateral Agent be
entitled to set off the proceeds of such acquisition against the Secured Obligations.
	 
	9.	 	FURTHER ASSURANCE
	 
	 	 	Subject to the Agreed Security Principles, the Pledgor shall, at its own expense,
promptly do (or as the case may be, refrain from doing) all acts and execute all such
documents necessary or advisable to comply and to allow for the Company to






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	 	 	comply with its obligations under Section 5.12 (Further Assurances) of the Credit Agreement.
	 
	10.	 	WAIVERS, REMEDIES CUMULATIVE
	 
	(a)	 	The rights, powers and remedies provided in this Agreement are cumulative and are not, nor
are they to be construed as, exclusive of any rights, powers or remedies provided by law or
otherwise.
	 
	(b)	 	No failure on the part of the Collateral Agent to exercise, nor any delay on its part in
exercising, any of its respective rights, powers and remedies provided by this Agreement or by
law (collectively the “Rights”) shall operate as a waiver thereof, nor shall any single or
partial waiver of any of the Rights preclude any further or other exercise of that one of the
Rights concerned or the exercise of any other of the Rights.
	 
	11.	 	INDEMNITY
	 
	 	 	To the extent set out in Section 4.11 of the First Lien Intercreditor Agreement, the Pledgor
shall, notwithstanding any release or discharge of all or any part of the security, indemnify
the Collateral Agent, its agents, its attorneys and any delegate against any action,
proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may
sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement,
the exercise or purported exercise of any of the rights and powers conferred on them by this
Agreement or otherwise relating to the Shares.
	 
	12.	 	NO LIABILITY
	 
	 	 	None of the Collateral Agent, its nominee(s) or delegate appointed pursuant to this Agreement
shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any
neglect or default in connection with the Shares or (c) the taking possession or realisation
of all or any part of the Shares, except to the extent provided in the Principal Finance
Documents.
	 
	13.	 	POWER OF ATTORNEY
	 
	(a)	 	The Pledgor by way of security and in order to more fully secure the performance of its
obligations hereunder appoints the Collateral Agent to be its attorney acting severally, and
on its behalf and in its name or otherwise to do all acts and things and




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	 	 	to sign, execute, deliver, perfect and do all deeds, instruments, documents, acts and things
which are required for carrying out any obligation imposed on the Pledgor by or pursuant to
this Agreement for enabling the Collateral Agent to exercise, or delegate the exercise of,
its respective powers and authorities conferred on it by or pursuant to this Pledge or by
law, in particular in connection with a private realization (“Private Verwertung”) of the
Pledged Assets provided always that the Collateral Agent may only be entitled to exercise the
powers conferred upon it by the Pledgor under this Clause if:






	 	(i)	 	an Enforcement Event has occurred and is continuing; and/or
	 
	 	(ii)	 	the Collateral Agent has received notice from the Applicable Representative, the
Loan Parties’ Agent and/or the Pledgor that the 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 Pledgor) and being requested
to comply.






	(b)	 	The Collateral Agent shall not be obliged to exercise the powers conferred upon it by the
Pledgor under this Clause 13 unless and until it shall have been (a) instructed to do so by
the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its
satisfaction.
	 
	(c)	 	The Pledgor ratifies and confirms and agrees to ratify and confirm any and all acts carried
out by the Collateral Agent in the proper exercise of the powers conferred on it pursuant to
Clause 13 (a) above.
	 
	14.	 	NOTICES
	 
	(a)	 	Each notice or other communication to be given under this Agreement shall be given in writing
in English and, unless otherwise provided, shall be made by fax, hand delivery or mail.
	 
	(b)	 	Without prejudice to any other method of service of notices and communications provided by
law, any notice or other communication to be given by one party to another under this
Agreement shall (unless one party has by 5 days’ notice to the other party specified another
address) be given to that other party, in the case of the Pledgor and the Collateral Agent, at
the respective addresses given in section (c) below and shall be effective only when received.




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	(c)	 	The addresses are:






	 	(i)	 	the Pledgor:




SIG Combibloc Group AG

Laufengasse 18

CH-8212 Neuhausen am Rheinfall

Fax: +41 52 674 65 74

Attention: head of legal corporate



with copy to:



Rank Group Limited

Level 9

148 Quay St.

Auckland, 1140

New Zealand

Fax: +64 (0) 9 366 6263

c/o: Helen Golding





	 	(ii)	 	the Collateral Agent:




The Bank of New York Mellon

101 Barclay Street, 4E

New York, N.Y. 10286

USA

Phn: (212) 298-1528

Fax: (212) 815-5366

Attn: International Corporate Trust





	 	(iii)	 	the Trustee:




The Bank of New York Mellon

101 Barclay Street, 4E

New York, N.Y. 10286

USA

Phn: (212) 298-1528

Fax: (212) 815-5366

Attn: International Corporate Trust





	 	(iv)	 	the Administrative Agent:




Credit Suisse AG

Agency Manager,

One Madison Avenue,

New York, NY 10010,

USA

Fax : 212-322-2291,

Email: agency.loanops@credit-suisse.com;





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	15.	 	AMENDMENTS
	 
	 	 	To the extent permitted under the Principal Finance Documents, changes and amendments to this
Agreement, including this clause 15, shall be made in writing and signed by all parties
thereto.
	 
	16.	 	THE COLLATERAL AGENT
	 
	(a)	 	The parties acknowledge that the Collateral Agent acts in its capacity as Collateral Agent
(as defined in the First Lien Intercreditor Agreement). For Swiss Law purposes, the Collateral
Agent shall be deemed to act for the benefit and for the account of each of the Secured
Parties for the purposes of this Agreement, without any prejudice to the rights and duties
laid upon the Collateral Agent under the laws applicable to the Loan Documents.
	 
	(b)	 	The Collateral Agent shall have a full and unfettered right to assign or otherwise transfer
the whole or any part of the benefit of this Agreement to any person to whom all or any part
of its rights, benefits and obligations under the Loan Documents are assigned or transferred
in accordance with the provisions of the Loan Documents. The Collateral Agent shall be
entitled to disclose any information concerning this Agreement to any such assignee or
successor or any participant or proposed assignee, successor or participant subject to the
provisions of the Loan Documents.
	 
	17.	 	SEVERABILITY OF PROVISIONS
	 
	 	 	If, at any time, any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under the terms of a jurisdiction, such illegality invalidity or
unenforceability shall neither (i) affect or impair the remaining provisions of this
Agreement, nor (ii) affect or impair the legality, validity or enforceability of such
provisions in any other jurisdiction.
	 
	18.	 	RELEASE
	 
	(a)	 	The security constituted by this Agreement shall be released and cancelled:




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	 	(i)	 	by the Collateral Agent (acting on the instruction of the Applicable
Representative) at the request and cost of the Pledgor, (a) upon the Secured Obligations
being irrevocably paid or discharged in full and none of the Secured Parties being under
any further actual or contingent obligation to make advances or provide other financial
accommodation to the Pledgor or any other person under any of the Loan Documents, (b)
upon the Pledgor ceasing to be a Grantor or (c) upon the Pledgor entering into a
separate pledge agreement that comprises this Pledge under this Agreement; or
	 
	 	(ii)	 	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 Swiss law).






	(b)	 	Subject to the terms of the Loan Documents, any Pledged Assets so to be released and/or
returned, as the case may be, shall be delivered net of any transfer taxes or other expenses
in connection with such release and return. The Collateral Agent shall not be deemed to have
made any representation or warranty with respect to any Pledged Assets so released except that
such Pledged Assets are free and clear on the date of the release, of any security arising
from the Collateral Agent’s and the Secured Parties’ acts.
	 
	19.	 	NON-ASSIGNMENT/DELEGATION
	 
	(a)	 	The rights, interests and obligations of the Pledgor under this Agreement are personal to it.
Accordingly, they are not capable of being assigned, transferred or delegated in any manner.
The Pledgor undertakes that it shall not at any time assign or transfer, or attempt to assign
or transfer, any of its rights, interests or obligations under or in respect of this Agreement
to any person.
	 
	(b)	 	Notwithstanding the above and subject to Section 4.05 of the First Lien Intercreditor
Agreement (to the extent permitted by Swiss law), the Collateral Agent shall have full power
to delegate (either generally or specifically) the powers, authorities and discretions
conferred on it by this Agreement (including the power of attorney) on such terms and
conditions as it shall see fit which delegation shall not preclude either the subsequent
exercise, any subsequent delegation or any revocation of such power, authority or discretion
by the Collateral Agent itself.




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	20.	 	GOVERNING LAW AND JURISDICTION
	 
	(a)	 	This Agreement shall be governed by and construed in accordance with the substantive laws of
Switzerland (without regard to the International Private Law provisions thereof).
	 
	(b)	 	Any and all litigation to which this Agreement may give rise shall be subject to the
exclusive jurisdiction of the competent authorities and the Commercial Court of the Canton of
Zurich (“Handelsgericht”), with reservation of the right of appeal to the Swiss Federal Court
in Lausanne. The Parties submit to the jurisdiction of said authorities and Courts.
	 
	21.	 	COUNTERPARTS
	 
	 	 	This Agreement may be executed in any number of counterparts and all of such counterparts
taken together shall be deemed to constitute one and the same instrument.








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SIG Combibloc Group AG, by




	 	 	 

	/s/ Mark Dunkley

	 	/s/ Philip West
	 
	 	 







The Bank of New York Mellon, by




/s/ Maskim Genkin

Maksim Genkin

Assistant Treasurer








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SCHEDULE 1




LIST OF SHARES




	 	 	 	 	 	 	 	 	 	 	 	 	 

	Number

	 	Class of
	 	Pledged
	 	Place of
	 	Nominal
	 	 	 	Registered
	Held
	 	Shares
	 	Company
	 	Incorporation
	 	Value
	 	Owner	 	Holder
	2,000

	 	Registered
	 	SIG Combibloc
	 	Neuhausen am
	 	CHF 1,000
	 	SIG Combibloc
	 	SIG Combibloc 
	 

	 	Shares
	 	Procurement AG
	 	Rheinfall,

Switzerland
	 	 	 	Group AG
	 	Group AG






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SCHEDULE 2




ACKNOWLEDGEMENT / UNDERTAKING


The undersigned,



SIG Combibloc Procurement AG, incorporated under the laws of Switzerland, and having its registered
offices at Laufengasse 18, CH-8212 Neuhausen am Rheinfall, Switzerland



WHEREAS



SIG Combibloc Group AG, incorporated under the laws of Switzerland, the owner of 2,000 registered
shares in the share capital of SIG Combibloc Procurement AG has entered into a pledge of shares
dated on or about 2 December 2009 (the “Pledge Agreement”) with The Bank of New York Mellon
acting in its name an as agent and Collateral Agent for itself and for the benefit and for the
account of the Secured Parties as defined in the Pledge Agreement and pursuant to which SIG
Combibloc Group AG has pledged all of the shares held by it in the undersigned by way of security
to the Collateral Agent which Pledge has been presented to the undersigned;



THEREFORE





	 	(i)	 	herewith acknowledges the security interest created under the Pledge Agreement
and undertakes to register it promptly in its share register with the following note:
	 
	 	 	 	“Affectation en nantissement de 2,000 actions au profit de The Bank of New York Mellon,
en qualité de Collateral Agent pour soi même et au bénéfice et pour le compte des
Prêteurs (“Banks”) ou de ceux qui à l’avenir viendraient à se substituer aux Prêteurs,
conformément à la Convention de Nantissement d’Actions (Pledge of Shares of SIG
Combibloc Procurement AG) intervenue le 2 December 2009 entre SIG Combibloc Group AG
et les Créanciers Gagistes, en garantie des sommes dues au titre de divers contrats de
prêt”.
	 
	 	 	 	“Verpfändung der 2,000 Aktien zugunsten der The Bank of New York Mellon, als Collateral
Agent handelnd für sich selbst und zu Gunsten und auf Rechnung der Kreditgeber
(“Banks”) oder derjenigen, die in der Zukunft Kreditgeber werden und/oder die
Kreditgeber ersetzen werden, aufgrund des Pfandvertrages über die Aktien (Pledge of
Share of SIG Combibloc Procurement AG) vom 2 December 2009 zwischen der
SIG




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	 	 	 	Combibloc Group AG und dem Collateral Agent zur Absicherung der unter den
verschiedenen Darlehensverträgen eingegangenen Verpflichtungen”.
	 
	 	(ii)	 	acknowledges and undertakes to make any and all payments of dividends or of
proceeds or other distributions by the undersigned attaching to the pledged shares
directly to the Collateral Agent, but only if an Enforcement Event has occurred and is
continuing as defined in the Pledge Agreement.
	 
	 	(iii)	 	acknowledges and undertakes, save as permitted in the Principal Finance
Documents or the Intercreditor Arrangements, not to execute any transfer of all or part
of the 2,000 shares in its share register without the prior written consent of the
Collateral Agent.
	 
	 	(iv)	 	acknowledges and undertakes to approve the entry of any acquirer of the pledged
shares who acquires them in the course of any enforcement in accordance with the terms
of the Pledge Agreement in its share register as shareholder with respect to those
pledged shares.




Thus signed this 2 December 2009 in Sydney, Australia



SIG Combibloc Procurement AG, by




	 	 	 
	Mark Dunkley

	 	Philip West
	 

	 	 







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SCHEDULE 3




FORM OF POWER OF ATTORNEY



Power of Attorney for the representation at Shareholders Meetings



In connection with the Pledge of Registered Shares of SIG Combibloc Procurement AG between SIG
Combibloc Group AG as Pledgor and The Bank of New York Mellon acting in its name and as Collateral
Agent for the benefit and for the account of the Secured Parties as Pledgee, dated on or about 2
December 2009 (the “Agreement”), the undersigned hereby authorises by way
of Power of Attorney The Bank of New York Mellon to represent it if an Enforcement Event has
occurred and is continuing as defined in the Agreement and at any time thereafter at any ordinary
or extraordinary Shareholders Meeting of SIG Combibloc Procurement AG.



The grantor of the Power of Attorney hereby authorises The Bank of New York Mellon, after an
Enforcement Event has occurred and is continuing, to vote for, approve of and to implement any and
all resolutions in the name of the undersigned, to participate at all meetings, to draw up and sign
all documents and certificates, to apply for registration and to give confirmation.



The Bank of New York Mellon is authorised to represent several principals, to act itself as a party
and/or to substitute itself by a third party.



This Power of Attorney shall not lapse on bankruptcy of SIG Combibloc Group AG.



This Power of Attorney is subject to the substantive laws of Switzerland.



Place, date: Sydney, Australia, 2 December 2009



SIG Combibloc Group AG, by




	 	 	 
	Mark Dunkley

	 	Philip West
	 
	 	 








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