exv4w78






			
	 
	 	EXHIBIT 4.78










BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.




AS PLEDGOR




AND




CREDIT SUISSE




 





AS SECOND PRIORITY SECURITY AGENT



SECOND-RANKING PLEDGE OVER PROCEEDS LOANS




 













 









 








CONTENTS




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






 









 





THIS PLEDGE AGREEMENT has been entered into on 5 November 2009




BETWEEN





	(1)	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a société anonyme incorporated
under Luxembourg law with registered office at 6, Parc d’Activités Syrdall, L-5365 Munsbach,
Grand-Duchy of Luxembourg, registered with the register of commerce and companies of
Luxembourg under the number B 128.914 (“Pledgor”);
	 
	(2)	 	CREDIT SUISSE, acting for itself and as security agent for and on behalf of the
Secured Parties (as defined herein) (the “Second Priority Security Agent”);





AND IN THE PRESENCE OF





	(3)	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a société anonyme incorporated under
Luxembourg law with registered office at 6, Parc d’Activités Syrdall, L-5365 Munsbach,
Grand-Duchy of Luxembourg, registered with the register of commerce and companies of
Luxembourg under the number B 128.592 (the “Debtor”); and






	(4)	 	THE BANK OF NEW YORK MELLON, acting for itself and as collateral agent for the
benefit of the Secured Parties, under and as defined in the First-Ranking Pledge Agreement (as
defined herein) (the “First Priority Security Trustee”).





WHEREAS:





	(A)	 	Pursuant to the terms of a senior indenture (the “Senior Indenture”) entered into
between the Pledgor as issuer (the “Issuer”), the Initial Senior Note Guarantors (as defined
therein), The Bank of New York, as trustee, principal paying agent and transfer agent BNY Fund
Services (Ireland) Limited, as Irish transfer agent and paying agent and Credit Suisse as
security agent, the Issuer issued EUR 480,000,000 aggregate principal amount of senior notes
due 2016 in favour of certain senior noteholders (the “Senior Notes”).






	(B)	 	The parties to the Senior Indenture entered into a further indenture (the
“Subordinated Indenture”) in relation to EUR 420,000,000 senior subordinated notes (the
“Senior Subordinated Notes”).






	(C)	 	The Pledgor granted a senior proceeds loan and a senior subordinated loan to the
Debtor.






	(D)	 	Pursuant to a credit agreement (the “Credit Agreement”) dated on or about the date
hereof and entered into between Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG
& CO KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V. and
SIG Austria Holding GmbH as borrowers (the “Borrowers”), Reynolds Group Holdings Limited, the
lenders from time to time party thereto and Credit Suisse, as administrative agent, as
amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced
or modified from time to time, certain loan facilities (the “Facilities”) have been made
available to the Borrowers.




- 1 -









 












	(E)	 	As a condition precedent to any draw down under the Credit Agreement, the Pledgor
agreed, for the purpose of creating a first-ranking security interest over the Pledged Claims
(as defined below) in favour of the First Priority Security Trustee for the payment and
discharge of all of the Secured Obligations (as defined therein), to enter into a
first-ranking pledge agreement over the Pledged Claims (the “First-Ranking Pledge Agreement”).






	(F)	 	In accordance with the terms of the Subordinated Indenture, the Pledgor agreed, for
the purpose of creating a third-ranking security interest over the Pledged Claims in favour of
Credit Suisse as security agent for the secured parties specified therein (the “Third Priority
Security Agent”) for the payment and discharge of all of the Obligations (as defined therein),
to enter into a third-ranking pledge agreement over the Pledged Claims (the “Third-Ranking
Pledge Agreement”).






	(G)	 	In accordance with the terms of the Senior Indenture, the Pledgor has agreed, for the
purpose of creating a second-ranking security interest over the Pledged Claims for the payment
and discharge of all of the Obligations (as defined herein), to enter into this Pledge
Agreement.





IT IS AGREED as follows:




1. DEFINITIONS AND INTERPRETATION





	1.1	 	Terms defined in the Intercreditor Agreement (as defined herein) and in the Senior
Indenture shall bear the same meaning herein, unless expressly provided to the contrary.






	1.2	 	In this Pledge Agreement:






	 	 	“Additional Intercreditor Agreement” has the meaning ascribed to such term in the Senior
Indenture.






	 	 	“Event of Default” has the meaning ascribed to such term in the Senior Indenture.






	 	 	“Financial Collateral Law” means the Luxembourg law of 5 August 2005 on financial collateral
arrangements.






	 	 	“First Priority Secured Parties” means the secured parties under the First-Ranking Pledge
Agreement.






	 	 	“First Priority Security Holder” means any person that has the benefit of security over any
or all of the Pledged Claims, whether on behalf of itself or others, under the First-Ranking
Pledge Agreement and any Future First-Ranking Pledge Agreement and in particular the First
Priority Security Trustee and the First Priority Secured Parties.






	 	 	“First-Ranking Finance Documents” means:






	 	(i)	 	the Finance Documents as defined in the First-Ranking Pledge Agreement together
with the First-Ranking Pledge Agreement;
	 
	 	(ii)	 	any Future First-Ranking Pledge Agreement; and




- 2 -









 












	 	(iii)	 	any document which, in accordance with the terms of the Senior Facilities
Agreement, replaces, amends or varies the documents listed at paragraph (i) or creates
or regulates further securities issued or debt incurred by the Debtor with the same
priority as the Senior Facilities.






	 	 	“Future First-Ranking Pledge Agreement” means any replacement or amendment of, or variation
to, the First-Ranking Pledge Agreement and any other first ranking security over any or all
of the Pledged Claims to secure rights or obligations under the First-Ranking Finance
Documents.






	 	 	“Future Second-Ranking Pledge Agreement” means any replacement or amendment of, or variation
to, the Second-Ranking Pledge Agreement and any other second ranking security over any or all
of the Pledged Claims to secure rights or obligations under the Second-Ranking Finance
Documents.






	 	 	“Future Third-Ranking Pledge Agreement” means any replacement or amendment of, or variation
to, the Third-Ranking Pledge Agreement and any other third ranking security over any or all
of the Pledged Claims to secure rights or obligations under the Third-Ranking Finance
Documents.






	 	 	“Intercreditor Agreement” shall mean the intercreditor agreement dated as of May 11, 2007 and
entered into between, amongst others, Reynolds Group Holdings Limited, Beverage Packaging
Holdings (Luxembourg) I S.A., the senior lenders party thereto, the senior issuing bank party
thereto and Credit Suisse, as senior agent and security trustee, as amended by a letter dated
as of June 21, 2007, a further letter dated as of June 29, 2007 and pursuant to an amendment
and restatement agreement dated on or about the date hereof.






	 	 	“Intercreditor Arrangements” means the Intercreditor Agreement, any Additional Intercreditor
Agreement as well as those provisions of the Senior Indenture and the Subordinated Indenture,
regarding the relation between the creditors with respect to the security interest of
different ranks over the Pledged Claims.






	 	 	“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
Obligor under each or any of the Second-Ranking Finance Documents (including, for the
avoidance of doubt, any liability in respect of any further issuance of Senior Notes or
resulting from an amendment or an increase of the principal amount of the Senior Notes)
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
Second-Ranking Finance Documents or any other document evidencing or securing any such
liabilities.






	 	 	“Obligors” means the Issuer and each Senior Note Guarantor.






	 	 	“Pledged Claims” means all claims, regardless of the nature thereof (including interest,
default interest, commissions, expenses, costs, indemnities and any other amounts due
thereunder), whether actual, future or contingent, whether owed jointly or severally, and
whether subordinated or not, owed by the Debtor to the Pledgor under the Proceeds




- 3 -









 












	 	 	Loans, together with, to the largest extent permitted by law, any accessory rights, claims or
actions, including any security interest or rights, under whatever law, attaching to such
claims or granted to the Pledgor as security for such claims.






	 	 	“Proceeds Loans” means the Senior Notes Proceeds Loans and the Senior Subordinated Notes
Proceeds Loans.






	 	 	“Rights of Recourse” means all and any rights, actions and claims the Pledgor may have
against any Obligors or any other person having granted security or given a guarantee for the
Obligations, arising under or pursuant to the enforcement of the present Pledge including, in
particular, the Pledgor’s right of recourse against any such entity under the terms of
Article 2028 et seq. of the Luxembourg Civil Code (including, for the avoidance of doubt, any
right of recourse prior to enforcement), or any right of recourse by way of subrogation or
any other similar right, action or claim under any applicable law.






	 	 	“Second-Ranking Finance Documents” means:






	 	(i)	 	the Senior Notes, the Senior Indenture and the Security Documents (as defined in
the Senior Indenture);
	 
	 	(ii)	 	any Future Second-Ranking Pledge Agreement; and
	 
	 	(iii)	 	any document which, in accordance with the terms of the Senior Indenture,
replaces, amends or varies the documents listed at paragraph (i) or creates or regulates
further securities issued or debt incurred by the Issuer with the same priority as the
Senior Notes.






	 	 	“Second Priority Security Holder” means the Second Priority Security Agent and the Secured
Parties.






	 	 	“Secured Parties” means any creditor under the Second-Ranking Finance Documents including in
particular, but without limitation, any Holder (as such term is defined therein) in the
Senior Indenture.






	 	 	“Senior Note Guarantee” has the meaning ascribed to such term in the Senior Indenture.






	 	 	“Senior Note Guarantors” has the meaning ascribed to such term in the Senior Indenture.






	 	 	“Senior Notes Proceeds Loans” has the meaning ascribed to such term in the Senior Indenture.






	 	 	“Senior Subordinated Notes Proceeds Loans” has the meaning ascribed to such term in the
Senior Indenture.






	 	 	“Third-Ranking Finance Documents” means:






	 	(i)	 	the Senior Subordinated Notes, the Subordinated Indenture and the Security
Documents (as defined in the Subordinated Indenture);
	 
	 	(ii)	 	any Future Third-Ranking Pledge Agreement; and




- 4 -









 












	 	(iii)	 	any document which, in accordance with the terms of the Subordinated Indenture,
replaces, amends or varies the documents listed at paragraph (i) or creates or regulates
further securities issued or debt incurred by the Issuer with the same priority as the
Senior Subordinated Notes.






	1.3	 	In this Pledge Agreement, any reference to:






	 	1.3.1	 	a “Clause” is, unless otherwise stated, a reference to a Clause hereof;
	 
	 	1.3.2	 	any agreement (including this Pledge Agreement, the Intercreditor Agreement,
the Senior Indenture, or any other Second-Ranking Finance Documents) is a reference to
such agreement as amended, varied, modified or supplemented (however fundamentally)
from time to time; and
	 
	 	1.3.3	 	a person is to any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organisation, government or any agency or political subdivision thereof or any other
entity.






	1.4	 	Clause headings are for ease of reference only.
	 
	1.5	 	This Pledge Agreement may be executed in any number of counterparts and by way of
facsimile exchange of executed signature pages, all of which together shall constitute one and
the same Pledge Agreement.
	 
	1.6	 	This Agreement has been entered into, executed and perfected after the execution of
the First-Ranking Pledge Agreement but before the Third-Ranking Pledge Agreement.
	 
	2.	 	PLEDGE OVER PLEDGED CLAIMS
	 
	2.1	 	The Pledgor pledges the Pledged Claims in favour of the Second Priority Security
Agent acting for itself and as security agent on behalf of the Secured Parties, who accepts,
as second-ranking security (gage de deuxième rang) (the “Pledge”) for the due and full payment
and discharge of all of the Obligations.
	 
	2.2	 	This Pledge Agreement is subject to the terms of the Intercreditor Arrangements. In
case of conflict between the terms of this Pledge Agreement and the terms of the Intercreditor
Arrangements, the terms of the Intercreditor Arrangements shall prevail.
	 
	2.3	 	All rights granted by virtue of this Pledge Agreement to the Second Priority Security
Agent are subordinated to the rights granted to the First Priority Security Holders under the
First-Ranking Pledge Agreement and any Future First-Ranking Pledge Agreement, and shall only
be exercised by the Second Priority Security Agent if permitted in writing by the First
Priority Security Trustee or any First Priority Security Holder (as relevant) or if permitted
under the terms of the Intercreditor Arrangements (and where such rights are exercised in
accordance with the provisions thereof).
	 
	2.4	 	Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises
and empowers the Second Priority Security Agent to take or to cause any formal steps to be
taken for the purpose of perfecting the present Pledge and, for the avoidance of doubt,




- 5 -









 












	 	 	undertakes to take any such steps itself if so directed by the Second Priority Security
Agent.






	3.	 	PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS






	3.1	 	Subject to the terms of the Second-Ranking Finance Documents and the Intercreditor
Arrangements, the Pledgor hereby represents as at the date of this Pledge Agreement to the
Second Priority Security Agent that:






	 	3.1.1	 	it is the sole owner of the Pledged Claims free from any encumbrance (except
as permitted by the terms of the Senior Indenture and the Intercreditor Arrangements
(including any encumbrance granted by this Pledge Agreement, the Third-Ranking Pledge
Agreement and the First-Ranking Pledge Agreement));
	 
	 	3.1.2	 	it has the necessary power to enable it to enter into and perform its
obligations under this Pledge Agreement;
	 
	 	3.1.3	 	this Pledge Agreement constitutes its legal, valid and binding obligations
and the Pledge, once perfected in accordance with Clause 2 (Pledge over Pledged
Claims), creates an effective second-ranking security over the Pledged Claims
enforceable in accordance with its terms subject to any reservations set out in the
legal opinion delivered in relation to this Pledge Agreement;
	 
	 	3.1.4	 	no counterclaims as to which a right to set-off or right of retention could
be exercised exist with respect to the Pledged Claims; and
	 
	 	3.1.5	 	all necessary authorisations to enable it to enter into this Pledge
Agreement have been obtained and are in full force and effect.






	3.2	 	Subject to the terms of the Intercreditor Arrangements, except with the Second
Priority Security Agent’s prior written consent (such consent not being required if, during
any period while there is a First-Ranking Pledge Agreement or Future First-Ranking Pledge
Agreement, the First Priority Security Trustee or any First Priority Security Holder (as
relevant) has given its consent), the Pledgor shall not, unless otherwise permitted by the
Senior Indenture:






	 	3.2.1	 	sell or otherwise dispose of all or any of its rights, title and interest in
the Pledged Claims, except pursuant to the security interests referred to in 3.1.1
above; or
	 
	 	3.2.2	 	create, grant or permit to exist (a) any encumbrance or security interest
(other than the pledge created pursuant to the First-Ranking Pledge Agreement, this
Pledge Agreement and the Third-Ranking Pledge Agreement) over the Pledged Claims or (b)
any restriction on the ability to transfer or realise all or any part of the Pledged
Claims (other than, for the avoidance of doubt, any restriction arising under this
Pledge Agreement, the First-Ranking Pledge Agreement and the Third Ranking Pledge
Agreement).






	3.3	 	The Pledgor hereby undertakes that, during the subsistence of this Pledge Agreement:




- 6 -









 












	 	3.3.1	 	it shall cooperate with the Second Priority Security Agent and sign or cause
to be signed all such further documents and take all such further action as the Second
Priority Security Agent may from time to time reasonably request, and to which the
First Priority Security Trustee consent, to perfect and protect this Pledge or to
exercise its rights under this Pledge Agreement;
	 
	 	3.3.2	 	it shall not knowingly take any steps nor do anything which would materially
and adversely affect the existence of the security interest created hereunder except as
required by the First Priority Security Trustee or any First Priority Security Holder
(as relevant);
	 
	 	3.3.3	 	subject to the rights of the First Priority Security Trustee or any First
Priority Security Holder it shall inform the Second Priority Security Agent as soon as
possible in case the Pledge is prejudiced or jeopardised by actions of third parties
(including, but without being limited to, by attachments). Such information shall be
accompanied, in case of any attachment, by a copy of the order for attachment, as well
as all documents required for the filing of an objection against the attachment, and,
in case of any other actions by third parties, by copies evidencing which actions have
or will be taken, respectively, as well as all documents required for the filing of an
objection against such actions. Subject to Clause 10 (Costs and Expenses) hereof, all
reasonable and adequately documented costs and expenses for any actions of intervention
and measures of the Second Priority Security Agent shall be borne by the Pledgor. This
shall also apply to the institution of legal action, which the Second Priority Security
Agent may consider necessary; and
	 
	 	3.3.4	 	it shall notify the Second Priority Security Agent as soon as possible of
any event or circumstance which may be expected to have a material adverse effect on
the validity or enforceability of this Pledge Agreement.






	4.	 	POWER OF ATTORNEY
	 
	4.1	 	Subject to the Intercreditor Arrangements, the Pledgor irrevocably appoints the
Second Priority Security Agent to be its attorney and in its name and on its behalf to
execute, deliver and perfect all documents and do all things that the Second Priority Security
Agent, acting reasonably, may consider to be requisite for (a) carrying out any obligation
imposed on the Pledgor under this Pledge Agreement or (b) exercising any of the rights
conferred on the Second Priority Security Holders by this Pledge Agreement or by law, it being
understood that the enforcement of the pledge over the Pledged Claims must be carried out as
described in Clause 5 (Remedies upon Default) hereunder. The powers under this Clause 4.1
shall only be exercisable following the service of a notice under Clause 6.02 of the Senior
Indenture or if the Pledgor has failed to comply with any obligations hereunder within 10
Business Days of being notified of that failure and being requested to comply.
	 
	4.2	 	The Pledgor shall ratify and confirm all things done and all documents executed by
the Second Priority Security Agent in the exercise of that power of attorney.




- 7 -









 












	5.	 	REMEDIES UPON DEFAULT
	 
	5.1	 	Any rights or powers conferred under this Clause 5 on the Second Priority Security
Agent can only be exercised after full and final discharge of the obligations secured by the
First-Ranking Pledge Agreement and at any time any Future First-Ranking Pledge Agreement is
not subsisting, or as otherwise expressly provided for and in accordance with the terms of the
Intercreditor Arrangements.
	 
	5.2	 	Following the occurrence of an Event of Default which is continuing, and subject to
the First-Ranking Pledge Agreement, any Future First-Ranking Pledge Agreement and the
Intercreditor Arrangements, if the Obligations are due and payable and remain unpaid, the
Second Priority Security Agent shall be entitled to realise the Pledged Claims in the most
favourable manner provided for by Luxembourg law, including by way of a private sale at normal
commercial terms (conditions commerciales normales). In particular, but without being limited
to, the Second Priority Security Agent has the right to request direct payment of the Pledged
Claims from the Debtor and the Second Priority Security Agent (or the Secured Parties, as the
case may be) may proceed to a set-off between the Pledged Claims and the Obligations (each
time in accordance with the terms of the Financial Collateral Law).
	 
	5.3	 	Subject to the terms of the Intercreditor Arrangements, the Second Priority Security
Agent shall apply the proceeds of the sale in paying the costs of that sale or disposal and in
or towards the discharge of the Obligations, in accordance with and subject to the terms of
the Second-Ranking Finance Documents and the Intercreditor Arrangements.
	 
	6.	 	EFFECTIVENESS OF COLLATERAL
	 
	6.1	 	The Pledge shall be a continuing security and shall not be considered as satisfied or
discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part
of the Obligations and shall remain in full force and effect until it has been discharged by
the express written release thereof granted by the Second Priority Security Agent or in
accordance with the terms of the Intercreditor Arrangements and the Second Ranking Finance
Documents.
	 
	6.2	 	The Pledge shall be cumulative, in addition to, and independent of every other
security which the Second Priority Security Agent and the Secured Parties may at any time hold
as security for the Obligations or any rights, powers and remedies provided by law and shall
not operate so as in any way to prejudice or affect or be prejudiced or affected by any
security interest or other right or remedy which the Second Priority Security Agent and the
Secured Parties may now or at any time in the future have in respect of the Obligations.
	 
	6.3	 	This Pledge shall not be prejudiced by any time or indulgence granted to any person,
or any abstention or delay by the Second Priority Security Agent or the Secured Parties in
perfecting or enforcing any security interest or rights or remedies that the Second Priority
Security Agent or the Secured Parties may now or at any time in the future have from or
against the Pledgor or any other person.
	 
	6.4	 	No failure on the part of the Second Priority Security Agent or the Secured Parties
to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement




- 8 -









 












	 	 	shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
preclude any further or other exercise of that or any other rights.






	6.5	 	Neither the obligations of the Pledgor contained in this Pledge Agreement nor the
rights, powers and remedies conferred upon the Second Priority Security Agent or the Secured
Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged,
impaired or otherwise affected by:






	 	6.5.1	 	any amendment to, or any variation, waiver or release of, any Obligation or
of the obligations of any Obligor under any other Second-Ranking Finance Documents and
the Intercreditor Agreement;
	 
	 	6.5.2	 	any failure to take, or fully to take, any security contemplated by the
Second-Ranking Finance Documents and the Intercreditor Agreement or otherwise agreed to
be taken in respect of the Obligations;
	 
	 	6.5.3	 	any failure to realise or fully to realise the value of, or any release,
discharge, exchange or substitution of, any security taken in respect of the
Obligations; or
	 
	 	6.5.4	 	any other act, event or omission which, but for this Clause 6.5, might
operate to discharge, impair or otherwise affect any of the obligations of the Pledgor
contained in this Pledge Agreement, the rights, powers and remedies conferred upon the
Second Priority Security Agent or the Secured Parties by this Pledge Agreement, the
Pledge or by law.






	6.6	 	For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now
or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
	 
	6.7	 	Neither the Second Priority Security Agent, nor the Secured Parties or any of their
agents shall be liable to the Pledgor by reason of (a) taking any action permitted by this
Pledge Agreement or (b) any neglect or default in connection with the Pledged Claims or (c)
the realisation of all or any part of the Pledged Claims, except in the case of gross
negligence or wilful misconduct upon their part.
	 
	7.	 	INDEMNITY
	 
	7.1	 	Subject to terms of the Senior Indenture and the Intercreditor Agreement, neither the
Second Priority Security Agent nor the Secured Parties shall be liable for any loss or damage
suffered by the Pledgor save in respect of such loss or damage which is suffered as a result
of wilful misconduct or gross negligence.
	 
	7.2	 	The Second Priority Security Agent and the Secured Parties shall be indemnified in
accordance with the provisions of Clause 7.07 (Compensation & Indemnity) of the Senior
Indenture.
	 
	8.	 	RIGHTS OF RECOURSE
	 
	8.1	 	For as long as the Obligations are outstanding and have not been unconditionally and
irrevocably paid and discharged in full or the Second Priority Security Agent or the Secured
Parties have any obligations under the Second-Ranking Finance Documents and the Intercreditor
Agreement, the Pledgor shall not exercise any Rights of Recourse,




- 9 -









 












	 	 	arising for any reason whatsoever, by any means whatsoever (including for the avoidance of
doubt, by way of provisional measures such as provisional attachment (“saisie-arrêt
conservatoire”) or by way of set-off.
	 
	8.2	 	The Pledgor irrevocably agrees to waive its Rights of Recourse if the relevant person
against whom the Rights of Recourse are to be exercised has come under the direct or indirect
control of the Second Priority Security Agent or the Secured Parties or any third party
following or in connection with, the enforcement of any security granted in connection with
the Obligations.
	 
	8.3	 	Without prejudice to Clause 8.1 above, this Clause shall remain in full force and
effect notwithstanding any discharge, release or termination of this Pledge (whether or not in
accordance with Clause 6.1 of this Pledge Agreement).
	 
	9.	 	PARTIAL ENFORCEMENT
	 
	 	 	Subject to Clause 5 (Remedies upon Default), the Second Priority Security Agent shall have
the right, to request enforcement of all or part of the Pledged Claims in its most absolute
discretion. No action, choice or absence of action in this respect, or partial enforcement,
shall in any manner affect the Pledge created hereunder over the Pledged Claims, as it then
shall be. The Pledge shall continue to remain in full and valid existence until enforcement,
discharge or termination hereof, as the case may be.
	 
	10.	 	COSTS AND EXPENSES
	 
	 	 	All the Second Priority Security Agent’s reasonable costs and expenses (including legal
fees, stamp duties and any value added tax) incurred in connection with (a) the execution of
this Pledge Agreement or otherwise in relation to it, (b) the perfection or enforcement of
the collateral hereby constituted or (c) the exercise of its rights, shall be reimbursed to
the Second Priority Security Agent in accordance with the provisions of Clause 6.11
(Undertaking for Costs) of the Senior Indenture.
	 
	11.	 	CURRENCY CONVERSION
	 
	 	 	Without prejudice to the terms of the Second-Ranking Finance Documents and the Intercreditor
Agreement, for the purpose of, or pending the discharge of, any of the Obligations the
Second Priority Security Agent may convert any money received, recovered or realised or
subject to application by it under this Pledge Agreement from one currency to another, as
the Second Priority Security Agent, acting reasonably, may think fit and any such conversion
shall be effected at the Second Priority Security Agent’s spot rate of exchange for the time
being for obtaining such other currency with the first currency.
	 
	12.	 	NOTICES
	 
	 	 	Any notice or demand to be served by one person on another pursuant to this Pledge Agreement
shall be served in accordance with the provisions of Clause 13.02 (Notices) of the Senior
Indenture.




- 10 -









 












	13.	 	SUCCESSORS
	 
	13.1	 	This Pledge Agreement shall remain in effect despite any amalgamation or merger
(however effected) relating to the Secured Parties or the Second Priority Security Agent, and
references to the Secured Parties or the Second Priority Security Agent shall be deemed to
include any assignee or successor in title of the Secured Parties or the Second Priority
Security Agent and any person who, under any applicable law, has assumed the rights and
obligations of the Secured Parties or the Second Priority Security Agent hereunder or to which
under such laws the same have been transferred or novated or assigned in any manner.
	 
	13.2	 	For the purpose of Articles 1278 et seq. of the Luxembourg Civil Code and any other
relevant legal provisions, to the extent required under applicable law and without prejudice
to any other terms hereof or of any other Second-Ranking Finance Documents and in particular
Clause 13.1 hereof, the Secured Parties and the Second Priority Security Agent hereby
expressly reserve and the Pledgor agrees to the preservation of this Pledge and the security
interest created thereunder in case of assignment, novation, amendment or any other transfer
of the Obligations or any other rights arising under the Second-Ranking Finance Documents and
the Intercreditor Arrangements.
	 
	13.3	 	To the extent a further notification or registration or any other step is required
by law to give effect to the above, such further registration shall be made and the Pledgor
hereby gives power of attorney to the Second Priority Security Agent to make any notifications
and/or to require any required registrations, or to take any other steps, and undertakes to do
so itself if so requested by the Second Priority Security Agent.
	 
	14.	 	AMENDMENTS AND PARTIAL INVALIDITY
	 
	14.1	 	Changes to this Pledge Agreement and any waiver of rights under this Pledge
Agreement shall require written form.
	 
	14.2	 	If any provision of this Pledge Agreement is declared by any judicial or other
competent authority to be void or otherwise unenforceable, that provision shall be severed
from this Agreement and the remaining provisions of this Pledge Agreement shall remain in full
force and effect. The Pledge Agreement shall, however, thereafter be amended by the parties in
such reasonable manner so as to achieve, without illegality, the intention of the parties with
respect to that severed provision.
	 
	15.	 	LAW AND JURISDICTION
	 
	 	 	This Pledge Agreement shall be governed by Luxembourg law and the courts of Luxembourg-City
shall have exclusive jurisdiction to settle any dispute which may arise from or in connection
with it.
	 
	 	 	This Pledge Agreement has been duly executed by the parties in four originals.




- 11 -









 











SIGNATURE PAGE — SECOND RANKING PLEDGE OVER PROCEEDS LOANS

(BPH II)




The Second Priority Security Agent




CREDIT SUISSE

Duly represented by:




	 	 	 

	/s/ Steve Martin

	 	/s/ Ian Croft
	 

	 	 
	Name: Steve Martin 

Title: Vice President

	 	Name: Ian Croft

Title: Assistant Vice President





The Pledgor 




BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.



Duly represented by:




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



ACCEPTANCE



The Debtor, by signing hereunder for acceptance, acknowledges and accepts the existence of this
Pledge Agreement and of the Pledge created hereunder over the Pledged Claims for the purposes of
the Financial Collateral Law and takes notice of the terms of the Pledge Agreement.




The Debtor




BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.



Duly represented by:





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



SIGNATURE PAGE



 









 




By signing hereunder for acceptance, The Bank of New York Mellon as First Priority Security Trustee
under the First-Ranking Pledge Agreement, accepts the pledge granted under Clause 2 of this Pledge
Agreement, for the purposes of Article 6.(1) (e) of the Financial Collateral Law, and accepts to
take the benefit of its terms subject to the terms of the Intercreditor Arrangements.




The First Priority Security Trustee




THE BANK OF NEW YORK MELLON

Duly represented by:




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



SIGNATURE PAGE