exv4w29






EXHIBIT 4.29




	 	 	 

	CLIFFORD

CHANCE

	 	CLIFFORD CHANCE
PARTNERSCHAFTSGESELLSCHAFT






Conformed Copy




CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH




as Transferor



and



THE BANK OF NEW YORK MELLON



as Collateral Agent



SECURITY TRANSFER AGREEMENT



(Sicherungsübereignung)


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




CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS

SITZ: FRANKFURT AM MAIN · AG FRANKFURT AM MAIN PR 1000




 









 





Contents




	 	 	 	 	 
	Clause	 	Page
	1. DEFINITIONS AND LANGUAGE
	 	 	2	 
	2. TRANSFER OF TITLE
	 	 	8	 
	3. PURPOSE OF THE TRANSFER OF TITLE
	 	 	9	 
	4. LIST OF CHARGED ASSETS AND OTHER INFORMATION
	 	 	9	 
	5. CHARGED ASSETS UNDER RETENTION OF TITLE ARRANGEMENTS
	 	 	11	 
	6. STATUTORY LIEN
	 	 	11	 
	7. DISPOSAL, PROCESSING AND REMOVAL OF CHARGED ASSETS
	 	 	11	 
	8. TAKING POSSESSION BY THE COLLATERAL AGENT
	 	 	13	 
	9. ENFORCEMENT
	 	 	13	 
	10. LIMITATIONS ON ENFORCEMENT
	 	 	14	 
	11. BOOKKEEPING AND DATA-PROCESSING
	 	 	17	 
	12. UNDERTAKINGS OF THE TRANSFEROR
	 	 	17	 
	13. POWER OF ATTORNEY
	 	 	19	 
	14. DURATION AND INDEPENDENCE
	 	 	19	 
	15. RELEASE OF SECURITY (SICHERHEITENFREIGABE)
	 	 	19	 
	16. DELEGATION
	 	 	20	 
	17. INDEMNITY
	 	 	20	 
	18. NO LIABILITY
	 	 	20	 
	19. PARTIAL INVALIDITY, WAIVER
	 	 	21	 
	20. AMENDMENTS
	 	 	21	 
	21. NOTICES AND THEIR LANGUAGE
	 	 	21	 
	22. APPLICABLE LAW; JURISDICTION
	 	 	23	 
	23. CONCLUSION OF THE AGREEMENT (VERTRAGSSCHLUSS)
	 	 	23	 






 









 






	 	 	 	 	 
	Clause	 	Page
	SCHEDULE 1 List of Original Borrowers, Original
Guarantors and Original Senior Secured Note Guarantors
	 	 	25	 
	Part 1 — The Original Borrowers
	 	 	25	 
	Part 2 — The Original Guarantors
	 	 	26	 
	Part 3 — The Original Senior Secured Note Guarantors
	 	 	28	 
	SCHEDULE 2 Asset Information List
	 	 	30	 
	SCHEDULE 3 Site Maps
	 	 	31	 
	SCHEDULE 4 CSI Symbol
	 	 	33	 







 









 







This SECURITY TRANSFER AGREEMENT (the “Agreement”) is made on 5 November 2009



BETWEEN:





	(1)	 	Closure Systems International Deutschland GmbH, a limited liability company (Gesellschaft mit
beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its
business address at Mainzer Strasse 185, 67547 Worms, Germany registered in the commercial
register (Handelsregister) of the local court (Amtsgericht) of Mainz under HRB 10054 (the
“Transferor”); and
	 
	(1)	 	The Bank of New York Mellon, having its business address at 1 Wall Street, New York, N.Y.
10286, The United States of America, in its capacity as collateral agent for the Secured
Parties (as defined below) under the First Lien Intercreditor Agreement (as defined below)
(the “Collateral Agent ”).




WHEREAS:





	(A)	 	Pursuant to a USD 1,155,000,000 and EUR 330,000,000 multi-currency term and revolving credit
agreement dated on or about 5 November 2009 between, inter alia, the parties listed in Part 1
of SCHEDULE 1 hereto as original borrowers (the “Original Borrowers”), the parties listed in
Part 2 of SCHEDULE 1 hereto as original guarantors (the “Original Guarantors”), Credit Suisse
Cayman Island branch as administrative agent and The Bank of New York Mellon as collateral
agent and others (as amended, varied, novated, supplemented, superseded or extended from time
to time, the “Credit Agreement”), certain lenders (together the “Original Lenders”) have
agreed to grant certain facilities to the Original Borrowers and certain other entities which
may accede to the Credit Agreement as additional borrowers.
	 
	(B)	 	Pursuant to a senior secured note indenture dated on or about 5 November 2009 between, inter
alia, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer
(Luxembourg) S.A as issuers (the “Issuers”), certain affiliates of the Issuers listed in
Part 3 of SCHEDULE 1 as original senior secured note guarantors (the “Original Senior Secured
Note Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying
agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or
extended from time to time, the “Senior Secured Note Indenture”), the Issuers will issue
senior secured notes due 2016 in the aggregate principal amount of USD 1,125,000,000 (the “US
Secured Notes”) and senior secured notes due 2016 in the aggregate principal amount of EUR
450,000,000 (the “Euro Secured Notes” and together with the US Secured Notes the “Senior
Secured Notes”) to certain noteholders.
	 
	(C)	 	The Transferor has agreed to transfer certain rights in respect of the Charged Assets (as
defined below) to the Collateral Agent as security for the Secured Parties’ (as defined below)




 - 1 - 









 






	 	 	respective claims against the Grantors (as defined below) (or any of them) in respect of the
Obligations (as defined below).
	 
	(D)	 	The security created by or pursuant to this Agreement is to be held and administered by the
Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien
intercreditor agreement dated on or about 5 November 2009 between, inter alia, the Collateral
Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined
below) and others (as amended, varied, novated, supplemented, superseded or extended from time
to time, the “First Lien Intercreditor Agreement”).
	 
	(E)	 	The Transferor has granted security interests over the Charged Assets (as defined below) to
Credit Suisse pursuant to existing security documents entered into in connection with certain
existing financing arrangements with Credit Suisse and others (the “Existing Security”). The
Existing Security will be released on or about the date hereof in accordance with the terms of
a release agreement between the Transferor, Credit Suisse and others.




NOW IT IS HEREBY AGREED as follows:





	1.	 	DEFINITIONS AND LANGUAGE
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement:
	 
	 	 	“Administrative Agent” means Credit Suisse Cayman Island branch, having its business address
at One Madison Avenue, New York, NY 10010, United States of America in its capacity as
administrative agent under the Credit Agreement and any successor appointed as
administrative agent under the Credit Agreement.
	 
	 	 	“Authorisation” means the authorisation to dispose of (Verfügungsermächtigung) and deal with
the Charged Assets to the extent permitted under the Principal Finance Documents granted by
the Collateral Agent to the Transferor pursuant to Clause 7.1 hereof.
	 
	 	 	“Borrowers” means the Original Borrowers and any entity which may accede to the Credit
Agreement as an additional borrower and “Borrower” means any of them.
	 
	 	 	“Cash Management Bank” shall mean Citibank NA, Banco Nacional De Mexico S.A., Citibank
International PLC, UK, Citibank (China) Co., Limited Citibank Global Markets Deutschland AG
& Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s
or the Administrative Agent’s affiliates (at the time the cash management services
arrangement is entered into) provided in each case it has become a party to, or by execution
of an additional bank secured party acknowledgment has agreed to




 - 2 - 









 






	 	 	be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash
management bank.
	 
	 	 	“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank
to provide any composite accounting or other cash pooling arrangements and netting,
overdraft protection and other arrangements with any bank arising under standard business
terms of such Cash Management Bank to a Grantor.
	 
	 	 	“Charged Assets” means






	 	(a)	 	all movable fixed assets (bewegliches Anlagevermögen) (including without
limitation machinery, equipment, furniture and computers) and all current movable
assets (Umlaufvermögen) (including without limitation all inventories of finished goods
and products (fertige Erzeugnisse und Waren), work in progress (unfertige Erzeugnisse),
raw materials, supplies and operating materials (Roh-, Hilfs- und Betriebsstoffe))
located at the Security Area at present or from time to time in the future, including
without limitation the assets specified for information purposes in the list attached
hereto as SCHEDULE 2 (Asset Information List) or delivered to the Collateral Agent on
or about the date hereof;
	 
	 	(b)	 	all Labeled Warehouse Assets that are located at any of the Labeling Warehouses
at present or from time to time in the future; and
	 
	 	(c)	 	all Warehouse Assets that are located at any of the Warehouses at present or
from time to time in the future






	 	 	and “Charged Asset” means any of them.
	 
	 	 	“Credit Documents” shall mean the Loan Documents and the Senior Secured Note Documents.
	 
	 	 	“Enforcement Event” shall mean an Event of Default.
	 
	 	 	“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement
and/or the Senior Secured Note Indenture.
	 
	 	 	“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May
2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007 and
as amended and restated on or about the date hereof) between, inter alia, Beverage Packaging
Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings
Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings
(Luxembourg) III S.à r.l., Credit Suisse as security trustee and others.





 - 3 - 









 






	 	 	“Future Charged Assets” means






	 	(a)	 	all movable fixed assets (bewegliches Anlagevermögen) (including without
limitation machinery, equipment, furniture and computers) and all current movable
assets (Umlaufvermögen) (including without limitation all inventories of finished goods
and products (fertige Erzeugnisse und Waren), work in progress (unfertige Erzeugnisse),
raw materials, supplies and operating materials (Roh-, Hilfs- und Betriebsstoffe))
deposited at the Security Area at any time after execution of this Agreement;
	 
	 	(b)	 	all Labeled Warehouse Assets that are deposited at any of the Labeling
Warehouses after the date of this Agreement; and
	 
	 	(c)	 	all Warehouse Assets that are deposited at any of the Warehouses after the date
of this Agreement
	 
	 	 	 	and “Future Charged Asset” means any of them.






	 	 	“Grantors” means the Loan Parties, the Issuers and the Senior Secured Note Guarantors and
any person that has granted a security interest to the Collateral Agent and/or the Secured
Parties in respect of the obligations of the Loan Parties, the Issuers and the Senior
Secured Note Guarantors under the Credit Documents and “Grantor” means any of them.
	 
	 	 	“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed
as agent of the Grantors in accordance with the Principal Finance Documents.
	 
	 	 	“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries
(Tochtergesellschaften).
	 
	 	 	“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the
Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has
entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or
any exchange rate and/or commodity price risks provided it has become a party, or by
execution of an additional bank secured party acknowledgment has agreed to be bound by the
terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.
	 
	 	 	“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating
to incremental facilities of up to USD 400,000,000 among, and in form and substance
reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more
Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to
which one or more Incremental Term Lenders make available




 - 4 - 









 






	 	 	Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders
make available Incremental Revolving Credit Commitments respectively.
	 
	 	 	“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving
Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class
as a result of an Incremental Revolving Credit Commitment.
	 
	 	 	“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender,
established pursuant to the Credit Agreement, to make available certain revolving credit
loans to one or more Borrowers.
	 
	 	 	“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.
	 
	 	 	“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established
pursuant to the Credit Agreement, to make available certain term loans to one or more
Borrowers.
	 
	 	 	“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture
trustee under the Senior Secured Note Indenture and any successor appointed as indenture
trustee under the Senior Secured Notes Indenture.
	 
	 	 	“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing
Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or
modified from time to time.
	 
	 	 	“Issuing Bank” means Credit Suisse or any other Lender or any affiliate of Credit Suisse or
any other Lender that issues letters of credit or bank guarantees under the Credit
Agreement.
	 
	 	 	“Labeled Warehouse Assets” means any and all assets which are located at a Labeling
Warehouse which display (i) the symbol or mark “CSI” which is attached as SCHEDULE 4 hereto
on a label or mark attached to them or printed or engraved on them and/or (ii) any other
asset identification label, symbol, mark, print or engraving delivered pursuant to paragraph
(c) of Clause 4.1.
	 
	 	 	“Labeling Warehouse” means






	 	(a)	 	the warehouse “Seegerhalle” located at Mainzer Strasse 187, 67547 Worms,
Germany; and





 - 5 - 









 






	 	(b)	 	and any other any other storage or warehouse facility set out on any list
delivered to the Collateral Agent from time to time in accordance with paragraph
(b)(iii) of Clause 4.1 and “Labeling Warehouse” means any of them.






	 	 	“Lenders” shall mean the Original Lenders and any entity which may become a lender under the
Credit Agreement in the future and “Lender” means any of them.
	 
	 	 	“Loan Documents” shall mean the Credit Agreement, any borrowing subsidiary agreement and/or
guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank
guarantee relating to the Credit Agreement, any security documents relating to the Credit
Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each
Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any
agreement between a Grantor and a Cash Management Bank relating to Cash Management Services,
each Local Facility Agreement and any other document that may be entered into pursuant to
any of the foregoing in relation to the Credit Agreement.
	 
	 	 	“Loan Parties” shall mean the Borrowers, the Original Guarantors and any entity which may
accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.
	 
	 	 	“Local Facilities” means working capital facilities provided to a Grantor (other than
Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II
S.A. Beverage Packaging Holdings (Luxembourg) III S.à.r.l. and the Borrowers) by a Local
Facility Provider and “Local Facility” means any of them.
	 
	 	 	“Local Facility Agreements” shall mean any agreement under which a Local Facility is made
available.
	 
	 	 	“Local Facility Provider” means each of Deutsche Bank AG, Commerzbank Aktiengesellschaft,
Bank of America, N.A., HSBC Trinkaus & Burkhardt AG and Hong Kong and Shanghai Banking
Corporation Ltd., Thailand, provided in each case it has become a party to, or by execution
of an additional bank secured party acknowledgment has agreed to be bound by the terms of,
the First Lien Intercreditor Agreement in its capacity as local facility provider.
	 
	 	 	“Obligations” shall mean all present and future obligations and liabilities (whether actual
or contingent and whether owed jointly or severally or in any other capacity whatsoever) of
each Grantor to the Secured Parties (or any of them) under each or any of the Credit
Documents, together with all costs, charges and expenses incurred by any Secured Party in
connection with the protection, preservation or enforcement of its respective rights under
the Credit Documents or any other document evidencing or securing any such liabilities. The




 - 6 - 









 






	 	 	Obligations shall further include any obligation based on unjust enrichment
(ungerechtfertigte Bereicherung) or tort (Delikt).
	 
	 	 	“Principal Finance Documents” means the Credit Agreement, the Senior Secured Note Indenture
and the First Lien Intercreditor Agreement.
	 
	 	 	“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon
the request of a Lender evidencing the amount of principal owed by such Borrower to such
Lender under the Credit Agreement.
	 
	 	 	“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s),
and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the
Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation
undertaken by any Grantor under any Credit Document , the Senior Secured Note Holders, the
Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash
Management Banks.
	 
	 	 	“Security Area” means any and all of the premises framed in green on the site map of the
premises located at Mainzer Strasse 185, 67547 Worms, Germany attached hereto in SCHEDULE 3
(Site Maps) which forms an integral part of this Agreement and any additional premises set
out on any list or information delivered to the Collateral Agent from time to time in
accordance with paragraph (b)(i) of Clause 4.1.
	 
	 	 	“Senior Secured Note Documents” shall mean the Senior Secured Note Indenture, the Senior
Secured Note Guarantees, the Senior Secured Notes, the Intercreditor Arrangements, any
security document relating to the Senior Secured Notes and/or the Senior Secured Note
Indenture and any other document that may be entered into pursuant to any of the foregoing.
	 
	 	 	“Senior Secured Note Guarantees” shall mean the guarantees of the obligations of the Issuers
under the Senior Secured Notes and the Senior Secured Note Indenture by the Senior Secured
Note Guarantors.
	 
	 	 	“Senior Secured Note Guarantors” means the Original Senior Secured Note Guarantors and any
entity which may accede to the Senior Secured Note Indenture as additional guarantor.
	 
	 	 	“Senior Secured Note Holders” shall mean the holders from time to time of the Senior Secured
Notes.
	 
	 	 	“Valuable Equipment” means all movable fixed assets (bewegliches Anlagevermögen) (including
without limitation machinery, equipment, furniture and computers) with the




 - 7 - 









 






	 	 	lower of (i) purchase price (Anschaffungswert) or (ii) book value (Buchwert) of EUR 250,000
or more per item.
	 
	 	 	“Warehouse Assets” means any and all assets which are located at a Warehouse.
	 
	 	 	“Warehouses” means






	 	(a)	 	the warehouse of Trans Service Team GmbH, Oberrheinstrasse 3-5, 67550 Worms
Germany; and
	 
	 	(b)	 	any other storage or warehouse facility set out on any list delivered to the
Collateral Agent from time to time in accordance with paragraph (b)(ii) of Clause 4.1
and






	 	 	“Warehouse” means any of them.
	 
	1.2	 	Construction
	 
	 	 	In this Agreement:






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






	1.3	 	This Agreement is made in the English language. For the avoidance of doubt, the English
language version of this Agreement shall prevail over any translation of this Agreement.
However, where a German translation of a word or phrase appears in the text of this Agreement,
the German translation of such word or phrase shall prevail.
	 
	2.	 	TRANSFER OF TITLE
	 
	2.1	 	The Transferor hereby transfers all title to the Charged Assets to the Collateral Agent .
	 
	2.2	 	To the extent that the Transferor has only part ownership (Miteigentum) of the Charged Assets
or the Transferor has only inchoate rights (Anwartschaftsrechte) in respect of the Charged
Assets, the Transferor hereby transfers to the Collateral Agent such part ownership or
inchoate rights.
	 
	2.3	 	The Collateral Agent hereby accepts such transfers.
	 
	2.4	 	Title in form of ownership, part ownership and/or inchoate rights to the Charged Assets
(except Future Charged Assets) shall pass over to the Collateral Agent on execution of this




 - 8 - 









 






	 	 	Agreement or, where the Transferor at such time has no such rights, at the time when it
obtains such ownership, part ownership and/or inchoate rights. Title in the form of
ownership, part ownership and/or inchoate rights to the Future Charged Assets shall pass
over to the Collateral Agent when the respective Charged Asset is (i) deposited at the
Security Area, or, (ii), in case of Warehouse Assets, deposited at any Warehouse, or, (iii)
), in case of Labeled Warehouse Assets, deposited at any Labeling Warehouse or, in each
case, if later, at the time the Transferor acquires ownership, part ownership and/or
inchoate rights in respect of such Charged Asset.
	 
	2.5	 	In lieu of delivering the Charged Assets to the Collateral Agent, the Transferor and the
Collateral Agent hereby agree that the Transferor will hold the Charged Assets in gratuitous
custody (unentgeltliche Verwahrung) for the Collateral Agent. To the extent that any third
party holds or will in future hold actual possession (unmittelbarer Besitz) of the Charged
Assets, the Transferor hereby assigns to the Collateral Agent all its present and future
claims to surrender (Herausgabeansprüche) of the Charged Assets and the Collateral Agent
accepts such assignment.
	 
	2.6	 	The transfer of title to the Collateral Agent shall not be affected by any relocation of any
of the Charged Assets to premises other than the Security Area or to warehouses other than the
Labeling Warehouses or Warehouses.
	 
	3.	 	PURPOSE OF THE TRANSFER OF TITLE
	 
	 	 	The transfer of title hereunder is constituted in order to secure the prompt and complete
satisfaction of any and all Obligations. The transfer of title shall also cover any future
extension of the Obligations and the Transferor herewith expressly agrees that the transfer
of title shall secure the Obligations as extended or increased from time to time.
	 
	4.	 	LIST OF CHARGED ASSETS AND OTHER INFORMATION
	 
	4.1	 	Within 3 months after the end of each calendar year beginning with the year 2010 and, in
addition, following the occurrence of an Enforcement Event and while it is continuing at any
time upon reasonable request of the Collateral Agent, the Transferor shall deliver to the
Collateral Agent






	 	(a)	 	an updated list of the Charged Assets, provided that in relation to movable
fixed assets (bewegliches Anlagevermögen) the list may include only such assets which
constitute Valuable Equipment;
	 
	 	(b)	 	if there are any changes since the later of (i) the date of this Agreement or
(ii) the latest information delivered to the Collateral Agent in accordance with this
paragraph (b) of Clause 4.1, an updated list





 - 9 - 









 






	 	(i)	 	of the addresses of all premises in Germany which are owned or
leased and operated by the Transferor to store movable fixed assets or movable
current assets other than the Security Area (the “New Premises”) together with a
site map of such premises marked to show the location of the Charged Assets on
such premises to ensure that the Charged Assets located on the New Premises are
subject to a security interest under the terms of this Agreement;
	 
	 	(ii)	 	the names and addresses of all warehouses in Germany where
Warehouse Assets are located which are not Warehouses (the “New Warehouses”);
and
	 
	 	(iii)	 	the names and addresses of all warehouses in Germany where
Labeled Warehouse Assets are located which are not Labeling Warehouses (the “New
Labeling Warehouses”)






	 	 	 	Such New Premises, New Warehouses and New Labeling Warehouses shall forthwith be
considered to be a Security Area, Warehouse or Labeling Warehouse, respectively; and
	 
	 	(c)	 	if there are any changes since the later of (i) the date of this Agreement or
(ii) the latest updated set of information delivered to the Collateral Agent in
accordance with this paragraph (c) of Clause 4.1, an updated set of marks, sample
labels, prints or engravings for the labeling or marking of the Warehouse Assets which
shall amend and be added to the sample labels set out in of SCHEDULE 4 (CSI Symbol) and
forthwith form an integral part of this Agreement.






	4.2	 	Each list may be delivered to the Collateral Agent in the form of a computer disc or in such
other form as from time to time agreed between the Collateral Agent and the Transferor. If the
list is delivered in the form of an electronic file (including a computer disc), the
Collateral Agent may in its reasonable discretion request a printout in addition to any other
form.
	 
	4.3	 	If the Transferor employs a third party for its bookkeeping and/or data processing, the
Collateral Agent is hereby authorised following the occurrence of an Enforcement Event and
while it is continuing to obtain the information on the Charged Assets directly from such
third party at the Transferor’s expense at the same times and under the same conditions as set
out in sub-Clause 4.1 above. For the avoidance of doubt, such authorisation does not release
the Transferor from its obligation to provide lists of the Charged Assets to the Collateral
Agent under this Clause 4.
	 
	4.4	 	The list attached hereto as SCHEDULE 2 (Asset Information List) or delivered to the
Collateral Agent on or about the date hereof and each list delivered pursuant to paragraph





 - 10 - 









 






		 	(a) of sub-Clause 4.1 is for information purposes only and if for any reason whatsoever the
Charged Assets are not, or are incompletely contained in any such list, then the transfer of
the Charged Assets actually deposited at the Security Area, or in case of Warehouse Assets
at the respective Warehouses, or in case of Labeled Warehouse Assets at the respective
Labeling Warehouse shall not be affected thereby.
	 
	5.	 	CHARGED ASSETS UNDER RETENTION OF TITLE ARRANGEMENTS
	 
	 	 	Subject to the terms of the Principal Finance Documents the Transferor shall upon request of
the Collateral Agent following the occurrence of an Enforcement Event and while it is
continuing, terminate any person’s retention of title arrangements (Eigentumsvorbehalt)
arising in respect of any Charged Asset by paying the purchase price therefore. The
Collateral Agent is entitled, but not obliged, at any time following the occurrence of an
Enforcement Event and while it is continuing to terminate such retention of title
arrangements in respect of any Charged Asset by paying the purchase price therefore, or any
part thereof, on behalf and at the expense of the Transferor.
	 
	6.	 	STATUTORY LIEN
	 
	6.1	 	If the Charged Assets or any part thereof are or become subject to a statutory lien
(gesetzliches Pfandrecht) in favour of any third party, the Transferor shall, following the
occurrence of an Enforcement Event and while it is continuing inform the Collateral Agent
without undue delay upon the Collateral Agent’s reasonable request.
	 
	6.2	 	If following the occurrence of an Enforcement Event and while it is continuing the Collateral
Agent so requests, the Transferor shall provide evidence to the Collateral Agent of the
punctual payment of the sums secured by any statutory lien (including any landlord’s or
lessor’s lien) within 5 (five) business days after the due date for payment. Upon request of
the Collateral Agent, the Transferor shall use all reasonable efforts to provide the
Collateral Agent with a written confirmation of such third party confirming it has no right to
hold back or enforce its rights in respect of any of the Charged Assets and will inform the
Collateral Agent by fax without undue delay if the Transferor fails to pay any of the
obligations secured under the relevant statutory lien.
	 
	6.3	 	If the Transferor does not comply with its obligations under this Clause 6, the Collateral
Agent is entitled, but not obliged, to pay the sums secured under any statutory lien on behalf
and at the expense of the Transferor in order to ward off any statutory lien.
	 
	7.	 	DISPOSAL, PROCESSING AND REMOVAL OF CHARGED ASSETS
	 
	7.1	 	Disposal




 - 11 - 









 






	 	 	At all times unless an Enforcement Event is continuing, the Transferor is authorised by the
Collateral Agent to hold, dispose of (verfügen), process (verarbeiten), remodel (umbilden)
and use the Charged Assets to the extent permitted by the Principal Finance Documents.
	 
	7.2	 	Processing






	 	7.2.1	 	Unless otherwise permitted under the Principal Finance Documents, if the Transferor
processes (verarbeiten) or remodels (umbilden) the Charged Assets, such processing or
remodelling is effected free of charge for and on behalf of the Collateral Agent in such a
way that the Collateral Agent shall be regarded as producer within the meaning of Section
950 of the German Civil Code (Bürgerliches Gesetzbuch) and shall retain or acquire title in
the form of ownership, part ownership or inchoate rights in the produced or remodelled goods
(such goods being hereinafter referred to as “New Products” and each as a “New Product”) at
any time during each stage of processing or remodelling.
	 
	 	7.2.2	 	If as a result of any production process carried on by the Transferor (whether or not by
incorporation of any Charged Assets into a New Product), the Collateral Agent is not the
owner, part-owner or holder of an inchoate right in respect of the New Product, then as soon
as the Transferor gains such rights such rights shall automatically be transferred to the
Collateral Agent. Subject to sub-Clause 7.2.1, if as a result of any production process
carried on by the Transferor the Transferor co-mingles (vermischen, vermengen) goods or
materials that constitute Charged Assets with goods or materials owned by third parties and
the Transferor becomes the owner, part-owner or holder of an inchoate right in respect of
the co-mingled product, then as soon as the Transferor gains such rights such rights shall
automatically be transferred to the Collateral Agent. Sub-Clause 2.5 shall apply mutatis
mutandis.
	 
	 	7.2.3	 	To the extent the Transferor holds or will in future hold any claims entitling it to
demand from any third party the transfer or assignment of ownership, part ownership or
inchoate rights in respect of any New Product, the Transferor hereby assigns such claims to
the Collateral Agent who accepts such assignment.
	 
	 	7.2.4	 	As far as ownership, part ownership or inchoate rights in respect of any New Products
pass over to the Collateral Agent in accordance with this Clause 7, the Transferor shall
hold the respective assets in gratuitous custody for, instead of delivering them to, the
Collateral Agent. To the extent that any third party holds or will in future hold actual
possession of such assets, the Transferor hereby assigns to the Collateral Agent all its
present and future claims to surrender and the Collateral Agent accepts such assignment.
	 
	 	7.2.5	 	The Transferor hereby assigns to the Collateral Agent all its present and future claims
it may have against a third party with respect to the processing or remodelling of the




 - 12 - 









 






	 	 	 	Charged Assets or the New Products resulting therefrom and the Collateral Agent accepts
such assignment.






	8.	 	TAKING POSSESSION BY THE COLLATERAL AGENT
	 
	 	 	At any time after the occurrence of an Enforcement Event and while it is continuing, the
Collateral Agent may revoke the Authorisation and take possession of the Charged Assets. To
the extent that the Authorisation is revoked, the Collateral Agent may request that all
documents relating to the Charged Assets be handed over to it and the Transferor hereby
agrees to promptly comply with any such request.
	 
	9.	 	ENFORCEMENT
	 
	9.1	 	If (i) an Enforcement Event has occurred and is continuing and (ii) any of the Obligations
has become due and payable, then the Collateral Agent is entitled to enforce its rights under
this Agreement and realise the Charged Assets.
	 
	9.2	 	The Collateral Agent will notify the Transferor in writing at least 5 (five) business days
prior to the enforcement of any transfer of title pursuant hereto. No such notice shall be
required if (i) the Transferor has generally ceased to make payments, (ii) an application for
the institution of insolvency proceedings is filed by or against the Transferor or (iii) the
Collateral Agent has reasonable grounds to believe that observance of the notice period would
adversely affect the legitimate interests (berechtigte Interessen) of the Collateral Agent.
	 
	9.3	 	While being entitled to enforce the security interest created hereunder in accordance with
sub-Clause 9.1, the Collateral Agent may, in particular, but without limitation, sell the
Charged Assets by way of private sale in total or in part to the extent necessary to satisfy
any outstanding Obligations, it being understood that the Collateral Agent shall apply the
proceeds of such realisation towards the Obligations in accordance with the First Lien
Intercreditor Agreement.
	 
	9.4	 	While being entitled to enforce the security interest created hereunder in accordance with
sub-Clause 9.1, the Collateral Agent may request the Transferor to sell the Charged Assets for
and on behalf of the Collateral Agent and in accordance with the Collateral Agent’s
instruction. The Transferor shall promptly comply with such request.
	 
	9.5	 	If the Collateral Agent sells any Charged Assets pursuant to sub-Clause 9.3 hereof, it may
take all measures and enter into all agreements which it considers to be expedient.




 - 13 - 









 






	9.6	 	Notwithstanding sub-Clause 9.3, the Collateral Agent may, in its sole discretion, determine
which of several security interests (created under this or other security agreements) shall be
used to satisfy the Obligations.
	 
	9.7	 	Given the non-accessory nature of this security, the Transferor has no defences of revocation
and set-off and no defences based on defences any Grantor might have against the Obligations.
The Collateral Agent is not required to proceed against or enforce any other rights or
security before enforcing the security created hereunder.
	 
	9.8	 	The Transferor shall not at any time before, on or after an enforcement of the security
created hereunder and as a result of the Transferor entering into this Agreement, be entitled
to demand indemnification or compensation from any other Grantor or to assign any of these
claims.
	 
	10.	 	LIMITATIONS ON ENFORCEMENT
	 
	10.1	 	The Collateral Agent shall be entitled to enforce the rights created under this Agreement
without limitation in respect of:






	 	(a)	 	all and any amounts which are owed under the Credit Documents by the Transferor
itself or by any of its subsidiaries; and
	 
	 	(b)	 	all and any amounts which correspond to funds that have been borrowed or
otherwise raised under the Credit Documents, in each case to the extent borrowed,
on-lent or otherwise passed on to, or issued for the benefit of, the Transferor or any
of its subsidiaries, or for the benefit of any of their creditors and in each case not
repaid and outstanding from time to time






	 	 	(in aggregate, the “Unlimited Enforcement Amount”).
	 
	10.2	 	Besides an enforcement in respect of the Unlimited Enforcement Amount applicable to the
Transferor pursuant to Clause 10.1 above, the Collateral Agent shall not be entitled to
enforce the rights created under this Agreement against the Transferor if and to the extent
that:






	 	(a)	 	the rights created under this Agreement secure the obligations of a Grantor
which is (x) a shareholder of the Transferor or (y) an affiliated company (verbundenes
Unternehmen) within the meaning of section 15 of the German Stock Corporation Act
(Aktiengesetz) of a shareholder of the Transferor (other than the Transferor and its
subsidiaries); and





 - 14 - 









 






	 	(b)	 	the enforcement would have the effect of (x) reducing the Transferor’s net
assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share
capital (Stammkapital) or, if the Net Assets are already an amount of less than its
stated share capital, of causing such amount to be further reduced and (y) would
thereby affect the assets required for the obligatory preservation of the Transferor’s
stated share capital (Stammkapital) according to section 30, 31 German Limited
Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung)
provided that the amount of the stated share capital to be taken into consideration
shall be the amount registered in the commercial register at the date hereof, and any
increase of the stated share capital registered after the date of this Agreement shall
only be taken into account if such increase has been effected with the prior written
consent of the Agent.






	10.3	 	The Net Assets shall be calculated as an amount equal to the sum of the values of the
Transferor’s assets (consisting of all assets which correspond to the items set forth in
section 266 sub-section(2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less
the aggregate amount of the Transferor’s liabilities (consisting of all liabilities and
liability reserves which correspond to the items set forth in section 266 sub-section(3) B, C
and D of the German Commercial Code), save that:






	 	(a)	 	any asset that is shown in the balance sheet with a book value (Buchwert) that
is significantly lower than the market value of such asset and that is not necessary
for the Transferor’s business (nicht betriebsnotwendig) shall be taken into account
with its market value;
	 
	 	(b)	 	obligations under loans provided to the Transferor by any member of the Group
or any other affiliated company shall not be taken into account as liabilities as far
as such loans are subordinated by law or by contract at least to the claims of the
unsubordinated creditors of the Transferor; and
	 
	 	(c)	 	obligations under loans or other contractual liabilities incurred by the
Transferor in violation of the provisions of the Credit Documents shall not be taken
into account as liabilities.






	 	 	The Net Assets shall be determined in accordance with the generally accepted accounting
principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung)
and be based on the same principles that were applied by the Transferor in the preparation
of its most recent annual balance sheet (Jahresbilanz).
	 
	 	 	It being understood that the assets of the Transferor will be assessed at liquidation values
(Liquidationswerte) if the managing directors of the Transferor at the time they prepare the
Management Determination (as defined below) are, due to factual or legal circumstances at




 - 15 - 









 






	 	 	that time, in their opinion not able to make a positive prognosis as to whether the business
of the Transferor can carry on as a going concern (positive Fortführungsprognose), in
particular when the security created under this Agreement is enforced.






	10.4	 	The limitations set out in Clause 10.2 above shall only apply if and to the extent that:






	 	(a)	 	without undue delay, but not later than within 5 business days, after receipt
of a notification by the Collateral Agent of its intention to enforce any of the rights
created under this Agreement (the “Notice”), the Transferor has confirmed in writing to
the Collateral Agent (x) to what extent such rights are up-stream or cross-stream
security as described in Clause 10.2 above and (y) which amount of such up-stream or
cross-stream security cannot be enforced as it would cause the Net Assets of the
Transferor to fall below its stated share capital (taking into account the adjustments
set out in Clause 10.3 above) and such confirmation is supported by evidence reasonably
satisfactory to the Collateral Agent (the “Management Determination”) and the
Collateral Agent has not contested this and argued that no or a lesser amount would be
necessary to maintain the Transferor’s stated share capital; or
	 
	 	(b)	 	within 20 business days from the date the Collateral Agent has contested the
Management Determination, the Collateral Agent receives from the Transferor an up to
date balance sheet prepared by a firm of auditors of international standard and
reputation (the “Determining Auditors”) which shows the value of the Transferor’s Net
Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with
the principles set out in Clause 10.3 above, provided that the final sentence of Clause
10.3 above shall not apply unless the Determining Auditors have in an independent
assessment determined that the assets of the Transferor should be evaluated at
liquidation values (Liquidationswerte) in accordance with generally accepted accounting
principles applicable from time to time in Germany (Grundsätze ordnungsgemäßer
Buchführung) and shall contain further information (in reasonable detail) relating to
items to be adjusted pursuant to Clause 10.3 above. If the Transferor fails to deliver
a Balance Sheet within the aforementioned time period, the Collateral Agent shall be
entitled to enforce the rights created under this Agreement irrespective of the
limitations set out in Clause 10.2 above.






	10.5	 	If the Collateral Agent disagrees with the Balance Sheet, it shall be entitled to enforce the
rights created under this Agreement up to the amount which, according to the Balance Sheet,
can be enforced in compliance with the limitations set out in Clause 10.2 above. In relation
to any additional amounts for which the Transferor is liable under this Agreement, the
Collateral Agent shall be entitled to further pursue their claims (if any) and the Transferor
shall be entitled to prove that this amount is necessary for maintaining its stated




 - 16 - 









 






	 	 	share capital (calculated as of the date the Collateral Agent has given notice of its
intention to enforce the security created under this Agreement).
	 
	10.6	 	No reduction of the amount enforceable under this Clause 10 will prejudice the right of the
Collateral Agent to continue enforcing the rights created under this Agreement (subject always
to the operation of the limitations set out above at the time of such enforcement) until full
satisfaction to the claims secured.
	 
	11.	 	BOOKKEEPING AND DATA-PROCESSING
	 
	11.1	 	The Transferor hereby assigns to the Collateral Agent, who accepts such assignment, any right
it has against any third party (in particular any bookkeeping firm or tax consultant) in
respect of the return of any proof or documents which the Transferor has handed over to such
third party and which are necessary to identify the Charged Assets. The Transferor undertakes
to instruct such third party, upon the occurrence of an Enforcement Event and while it is
continuing, to provide the Collateral Agent upon demand with such information, proof and
documents which are necessary to check, assess or enforce the Charged Assets.
	 
	11.2	 	Upon the occurrence of an Enforcement Event and while it is continuing, the Transferor shall
allow the Collateral Agent access to any electronic data-processing system, including
peripheral equipment, in which data concerning the Charged Assets or any part thereof have
been stored. Moreover, the Transferor shall provide any assistance required to the Collateral
Agent (including by making software operators available). The Transferor hereby assigns to the
Collateral Agent, who accepts such assignment, all its rights against any third party which
handles the electronic processing of data concerning the Charged Assets and undertakes to
instruct such third party, upon a respective demand of the Collateral Agent following the
occurrence of an Enforcement Event and while it is continuing, to handle the processing of
data for the Collateral Agent as it did for the Transferor provided that the Transferor shall
continue to be given access to any data it requires in its ordinary course of business.
	 
	11.3	 	The Collateral Agent authorises the Transferor to exercise the rights assigned to the
Collateral Agent pursuant to sub-Clause 11.1 and 11.2 above at all times prior to the
occurrence of an Enforcement Event and while it is continuing.
	 
	12.	 	UNDERTAKINGS OF THE TRANSFEROR
	 
	 	 	Unless otherwise permitted by this Agreement or the Principal Finance Documents, during the
term of this Agreement, the Transferor undertakes to the Collateral Agent :
	 
	12.1	 	not to defeat, impair or circumvent in any way the rights of the Collateral Agent created
hereunder;





 - 17 - 









 






	12.2	 	subject to sub-Clause 7.1 not to take, or participate in, any action which results or might
result in a sale, transfer, encumbrance or other disposal of the Charged Assets or permit to
subsist, create or agree to create any security interest or third party right in or over the
Charged Assets except with the prior consent of the Collateral Agent (acting in accordance
with the First Lien Intercreditor Agreement);
	 
	12.3	 	subject to sub-Clause 7.1 to refrain from any acts or omissions, the purpose or effect of
which is or would be the material dilution of the value of the Charged Assets or the Charged
Assets ceasing to be transferable;
	 
	12.4	 	to inform the Collateral Agent without undue delay in writing of any attachment (Pfändung)
over any of the Charged Assets and any third parties bringing claims in respect of any of the
Charged Assets or any other measures which would impair or jeopardize the Collateral Agent’s
rights to any of the Charged Assets or materially impair their value, such notice to be
accompanied by any documents the Collateral Agent might need to defend itself against any
claim by a third party. In the event of an attachment, the Transferor undertakes to forward to
the Collateral Agent without undue delay a copy of the attachment order (Pfändungsbeschluß)
and all other documents necessary or expedient for a defence against such attachment. The
Transferor shall inform the attaching creditor of the Collateral Agent’s security interests
without undue delay;
	 
	12.5	 	unless otherwise agreed pursuant to this Agreement or the Principal Finance Documents to
take, at its own cost and expense, all such action as is available to it as may be necessary
for the purpose of the creation, perfection, protection or maintenance of the security rights
created or intended to be created by or pursuant to this Agreement or to facilitate the
realisation of the Charged Assets;
	 
	12.6	 	upon the Collateral Agent’s request following the occurrence of an Enforcement Event and
while it is continuing, to allow the Collateral Agent (and/or accountants and/or other
professional advisors and contractors of the Collateral Agent) to inspect the Charged Assets
and the Security Area and to examine, audit and inspect its books, accounts and other
documents wherever located at all times and on reasonable notice at the risk and cost of the
Transferor during normal business hours, and to make and take away copies of any and all of
such books, accounts and other documents;
	 
	12.7	 	following the occurrence of an Enforcement Event and while it is continuing to provide the
Collateral Agent promptly at its request with all information and documents which are
necessary or desirable in relation to the Charged Assets to protect the legitimate interests
of the Collateral Agent and/or the Secured Parties or to enforce any claim assigned hereunder;
and





 - 18 - 









 






	13.	 	POWER OF ATTORNEY
	 
	 	 	The Transferor, by way of security for its obligations under this Agreement, irrevocably
appoints the Collateral Agent to be its attorney (Stellvertreter) to do anything which the
Transferor is required to do under this Agreement but has failed to do (and the Collateral
Agent may delegate that power on such terms as it sees fit). For this purpose the Transferor
relieves the Collateral Agent from the restrictions set out in Section 181 of the German
Civil Code. The Collateral Agent shall only make use of this authorisation in respect of any
obligation of the Transferor under this Agreement which is required for the creation,
perfection and enforcement of the security interest to be created hereunder, if the
Transferor has not complied with such obligations imposed on the Transferor within 10
business days of being notified of such failure to comply (with a copy of such notice being
sent to the Grantors’ Agent) and being requested to comply or if an Enforcement Event has
occurred and is continuing. The Collateral Agent shall not be obliged to exercise the powers
conferred upon it by the Transferor under this Clause 13 unless and until it shall have been
(i) instructed to do so in accordance with the Principal Finance Documents and (ii)
indemnified and/or secured and/or prefunded to its satisfaction.
	 
	14.	 	DURATION AND INDEPENDENCE
	 
	14.1	 	This Agreement shall create a continuing security and no change, amendment, or supplement
whatsoever in the Credit Documents or in any document or agreement relating to any of the
Credit Documents shall affect the validity or the scope of this Agreement nor the obligations
which are imposed on the Transferor pursuant to it.
	 
	14.2	 	This Agreement is independent from any other security or guarantee which may have been or
will be given to the Secured Parties or the Collateral Agent. None of such other security
shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.
	 
	14.3	 	Waiving Section 418 of the German Civil Code (applied by analogy), the Transferor hereby
agrees that the security created hereunder shall not be affected by any transfer or assumption
of the Obligations to, or by, any third party.
	 
	15.	 	RELEASE OF SECURITY (SICHERHEITENFREIGABE)
	 
	15.1	 	Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as
instructed in accordance with the First Lien Intercreditor Agreement) will as soon as
reasonably practicable, at the cost and expense of the Transferor, retransfer to the
Transferor the Charged Assets and surrender the excess proceeds, if any, resulting from any
realisation





 - 19 - 









 






	 	 	thereof. The Collateral Agent will, however, transfer any Charged Assets or excess proceeds
to a third person if so required by law.
	 
	15.2	 	At any time when the total value of the aggregate security granted by the Transferor and the
other Grantor to secure the Obligations (the “Security”), which can be expected to be realised
in the event of an enforcement of the Security (realisierbarer Wert), more than temporarily
exceeds 110% of the Obligations (the “Limit”), the Collateral Agent shall on demand of the
Transferor release such part of the Security (Sicherheitenfreigabe) as the Collateral Agent
may in its reasonable discretion (as instructed in accordance with the First Lien
Intercreditor Agreement) determine so as to reduce the realisable value of the Security to the
Limit.
	 
	15.3	 	The Collateral Agent (as instructed in accordance with the First Lien Intercreditor
Agreement) will as soon as reasonably practicable declare in writing the release and
retransfer of any or all of the Charged Assets to the Transferor in accordance with, and to
the extent required by, the Intercreditor Arrangements.
	 
	16.	 	DELEGATION
	 
	 	 	The Collateral Agent shall have full power to delegate (either generally or specifically)
the powers, authorities and discretions conferred on it by this Agreement (including the
power of attorney in Clause 13) on such terms and conditions as it shall see fit. The
Collateral Agent shall only remain liable for diligently selecting and providing initial
instructions to such delegate.
	 
	17.	 	INDEMNITY
	 
	 	 	To the extent set out in the First Lien Intercreditor Credit Agreement, the Transferor
shall, notwithstanding any release or discharge of all or any part of the security,
indemnify the Collateral Agent, its agents its attorneys and any delegate against any
action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses
and costs which it may sustain as a consequence of any breach by the Transferor of the
provisions of this Agreement, the exercise or purported exercise of any of the rights and
powers conferred on them by this Agreement or otherwise relating to the Charged Assets.
	 
	18.	 	NO LIABILITY
	 
	 	 	Except to the extent provided in the Principal Finance Documents, none of the Collateral
Agent, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any
action permitted by this Agreement or (b) any neglect or default in connection with the
assets and rights subject to the security interest created hereunder, save in respect of any
loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross
negligence




 - 20 - 









 






	 	 	(grobe Fahrlässigkeit) by the Collateral Agent, its nominee(s) or agent(s) or delegate(s),
or (c) the enforcement or realisation of all or any part of the security interest created
hereunder.
	 
	19.	 	PARTIAL INVALIDITY, WAIVER
	 
	19.1	 	If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or
unenforceable in any respect under the law of any jurisdiction, such provision shall, as to
such jurisdiction, be ineffective to the extent necessary without affecting or impairing the
validity, legality and enforceability of the remaining provisions hereof or of such provisions
in any other jurisdiction. The invalid, illegal, or unenforceable provision shall be deemed
replaced with a valid, legal or enforceable provision which comes as close as possible to the
original intent of the parties and the invalid, illegal or unenforceable provision. Should a
gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or
impairing the validity, legality and enforceability of the remaining provisions hereof, be
deemed to be filled with such provision as comes as close as possible to the original intent
of the parties.
	 
	19.2	 	No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent, any
right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise thereof or the exercise
of any other right or remedy. The rights and remedies provided hereunder are cumulative and
not exclusive of any rights or remedies provided by law.
	 
	20.	 	AMENDMENTS
	 
	 	 	Changes and amendments to this Agreement including this Clause 20 shall be made in writing.
	 
	21.	 	NOTICES AND THEIR LANGUAGE
	 
	21.1	 	All notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent
by fax, as follows:





 - 21 - 









 





	 	 	 	 	 	 	 

	For the Transferor:	 	Closure Systems International Deutschland GmbH
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	Mainzer Strasse 185	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	67547 Worms, Germany	 	 
	 
	 	 	 	 	 	 
	 

	 	Telephone:	 	 +49 6241 400 10	 	 
	 
	 	 	 	 	 	 
	 

	 	Fax:
	 	 +49 6241 400 187	 	 
	 
	 	 	 	 	 	 
	 

	 	Attention:
	 	Managing directors (Geschäftsführung)	 	 
	 
	 	 	 	 	 	 
	For the Transferor with a copy to:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	c/o Rank Group Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	Level 9	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	148 Quay Street	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	PO Box 3515	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Auckland 1140	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	New Zealand	 	 
	 
	 	 	 	 	 	 
	 

	 	Telephone:	 	+649 3666 259	 	 
	 
	 	 	 	 	 	 
	 

	 	Fax:
	 	+649 3666 263	 	 
	 
	 	 	 	 	 	 
	 

	 	Attention:
	 	Helen Golding	 	 
	 
	 	 	 	 	 	 
	For the Collateral Agent:	 	The Bank of New York Mellon
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	101 Barclay Street, 4E	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	New York, N.Y. 10286	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	The United States of
America	 	 
	 
	 	 	 	 	 	 
	 

	 	Telephone:
	 	+212 298 1528	 	 
	 
	 	 	 	 	 	 
	 

	 	Fax:
	 	+212 815 5366	 	 
	 
	 	 	 	 	 	 
	 

	 	Attention:
	 	International
Corporate Trust	 	 






 - 22 - 









 






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





 - 23 - 









 






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





 - 24 - 









 





SCHEDULE 1

List of Original Borrowers, Original Guarantors and Original Senior Secured Note

Guarantors




Part 1 — The Original Borrowers


SIG Euro Holding AG & Co. KGaA



Closure Systems International Holding Inc.



Closure Systems International B.V.



SIG Austria Holding GmbH



Reynolds Consumer Products Holdings Inc.



Reynolds Group Holdings Inc.




 - 25 - 









 





Part 2 — The Original Guarantors



SIG Euro Holding AG & Co. KGaA (Germany)



SIG Beverages Germany GmbH (Germany)



SIG Combibloc Holding GmbH (Germany)



SIG Vietnam Beteiligungs GmbH (Germany)



SIG Combibloc GmbH (Germany)



SIG Combibloc Systems GmbH (Germany)



SIG Combibloc Zerspanungstechnik GmbH (Germany)



SIG Information Technology GmbH (Germany)



SIG International Services GmbH (Germany)



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



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



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



Reynolds Group Holdings Limited (New Zealand)



SIG Combibloc Group AG (Switzerland)



SIG Finanz AG (Switzerland)



SIG Technology AG (Switzerland)



SIG allCap AG (Switzerland)



SIG Combibloc (Schweiz) AG (Switzerland)



SIG Schweizerische Industrie-Gesellschaft AG (Switzerland)



SIG Holding USA Inc. (USA)



SIG Combibloc Inc. (USA)



Reynolds Group Holdings Inc. (USA)




 - 26 - 









 




Reynolds Group Issuer Inc. (USA)



Reynolds Group Issuer LLC (USA)



Closure Systems International Holdings (Germany) GmbH (Germany)



Closure Systems International Deutschland GmbH (Germany)



Closure Systems International Deutschland Real Estate GmbH & Co KG (Germany)



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



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



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



Closure Systems International B.V. (The Netherlands)



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



Closure Systems International Holdings Inc. (Delaware, USA)



Closure Systems International Inc. (Delaware, USA)



Reynolds Packaging Machinery Inc. (Delaware, USA)



Closure Systems Mexico Holdings LLC (Delaware, USA)



CSI Mexico LLC (Delaware, USA)



Southern Plastics, Inc. (Louisiana, USA)



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



Reynolds Consumer Products Holdings Inc. (Delaware, USA)



Bakers Choice Products, Inc. (Delaware, USA)



Reynolds Consumer Products Inc. (Delaware, USA)



Reynolds Foil Inc. (Delaware, USA)



Reynolds Services Inc. (Delaware, USA)




 - 27 - 









 





Part 3 — The Original Senior Secured Note Guarantors



SIG Euro Holding AG & Co. KGaA (Germany)



SIG Beverages Germany GmbH (Germany)



SIG Combibloc Holding GmbH (Germany)



SIG Vietnam Beteiligungs GmbH (Germany)



SIG Combibloc GmbH (Germany)



SIG Combibloc Systems GmbH (Germany)



SIG Combibloc Zerspanungstechnik GmbH (Germany)



SIG Information Technology GmbH (Germany)



SIG International Services GmbH (Germany)



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



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



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



Reynolds Group Holdings Limited (New Zealand)



SIG Combibloc Group AG (Switzerland)



SIG Finanz AG (Switzerland)



SIG Technology AG (Switzerland)



SIG allCap AG (Switzerland)



SIG Combibloc (Schweiz) AG (Switzerland)



SIG Schweizerische Industrie-Gesellschaft AG (Switzerland)



SIG Holding USA Inc. (USA)



SIG Combibloc Inc. (USA)



Reynolds Group Holdings Inc. (USA)




 - 28 - 









 




Closure Systems International Holdings (Germany) GmbH (Germany)



Closure Systems International Deutschland GmbH (Germany)



Closure Systems International Deutschland Real Estate GmbH & Co KG (Germany)



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



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



Closure Systems International B.V. (The Netherlands)



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



Closure Systems International Holdings Inc. (Delaware, USA)



Closure Systems International Inc. (Delaware, USA)



Reynolds Packaging Machinery Inc. (Delaware, USA)



Closure Systems Mexico Holdings LLC (Delaware, USA)



CSI Mexico LLC (Delaware, USA)



Southern Plastics, Inc. (Louisiana, USA)



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



Reynolds Consumer Products Holdings Inc. (Delaware, USA)



Bakers Choice Products, Inc. (Delaware, USA)



Reynolds Consumer Products Inc. (Delaware, USA)



Reynolds Foil Inc. (Delaware, USA)



Reynolds Services Inc. (Delaware, USA)




 - 29 - 









 





SCHEDULE 2

Asset Information List








 - 30 - 









 








SCHEDULE 3

Site Maps




Security Area Mainzer Straße 185, Worms




 - 31 - 









 










 - 32 - 









 





SCHEDULE 4

CSI Symbol









 - 33 - 









 





SIGNATURE PAGE



This Security Transfer Agreement has been entered into on the date stated at the beginning by:



CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH



as Transferor




	 	 	 	 	 	 	 	 	 	 	 

	By:

	 	Philip West
 

Name: PHILIP WEST
	 	 
	 	By:
	 	Mark Dunkley
 

Name: MARK DUNKLEY
	 	 
	 

	 	Title: AUTHORISED SIGNATORY
	 	 	 	 	 	Title: AUTHORISED SIGNATORY	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	THE BANK OF NEW YORK MELLON	 	 	 	 	 	 	 	 
	as Collateral Agent	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Michael Lee
	 	 	 	By:	 	 	 	 
	 

	 	 

Name: MICHAEL LEE
	 	 
	 	 	 	 

Name:
	 	 
	 

	 	Title: SENIOR ASSOCIATE
	 	 	 	 	 	Title:	 	 







 - 34 -