exv4w35







EXHIBIT 4.35



CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH

as Assignor




and



THE BANK OF NEW YORK MELLON

as Collateral Agent



 





GLOBAL ASSIGNMENT AGREEMENT



(Globalabtretung)



 




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




 









 





CONTENTS




	 	 	 	 	 
	Clause	 	 	Page	 
	1. Definitions and Language
	 	 	4	 
	2. Assignment
	 	 	9	 
	3. Transfer of Ancillary Rights
	 	 	9	 
	4. Purpose of the Assignment
	 	 	9	 
	5. List of Receivables
	 	 	9	 
	6. Notice of Assignment
	 	 	10	 
	7. Receivables under Extended Retention of Title Arrangements
	 	 	10	 
	8. Checks and Bills of Exchange
	 	 	11	 
	9. Collection of Receivables by the Assignor
	 	 	11	 
	10. Enforcement
	 	 	12	 
	11. Limitations on Enforcement
	 	 	13	 
	12. Bookkeeping and Data-Processing
	 	 	15	 
	13. Undertakings of the Assignor
	 	 	16	 
	14. Power of Attorney
	 	 	16	 
	15. Delegation
	 	 	17	 
	16. Indemnity
	 	 	17	 
	17. No liability
	 	 	17	 
	18. Duration and Independence
	 	 	17	 
	19. Release of Security (Sicherheitenfreigabe)
	 	 	18	 
	20. Partial Invalidity; Waiver
	 	 	18	 
	21. Amendments
	 	 	18	 
	22. Notices and Their Language
	 	 	19	 
	23. Applicable Law; Jurisdiction
	 	 	20	 
	24. Conclusion of the Agreement (Vertragsschluss)
	 	 	20	 
	Schedule 1 List of Original Borrowers, Original Guarantors and Original Senior Secured Note Guarantors 
	 	 	22	 
	
Part 1 The Original Borrowers
	 	 	22	 
	Part 2 The Original Guarantors
	 	 	22	 
	Part 3 The Original Senior Secured Note Guarantors
	 	 	24	 
	Schedule 2 List of Collection Arrangement Receivables
	 	 	26	 
	Schedule 3 List of Current Account Receivables
	 	 	27	 
	Schedule 4 List of Customer Receivables
	 	 	28	 
	Schedule 5 List of Existing Intercompany Loans
	 	 	29	 
	Schedule 6 Form of Blank Notification Letter
	 	 	30	 






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	Clause	 	 	Page	 
	Schedule 7 Form of Notice for a Disclosed Assignment
	 	 	33	 






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This GLOBAL ASSIGNMENT AGREEMENT (the “Agreement”) is made on 5 November 2009



BETWEEN:





	(1)	 	Closure Systems International Holdings (Germany) GmbH, registered in the commercial register
(Handelsregister) of the local court (Amtsgericht) of Mainz under HRB 41388 (the “Assignor”);
and
	 
	(2)	 	The Bank of New York Mellon, having its business address at 1 Wall Street, New York, N.Y.
10286, The United States of America, in its capacity as collateral agent for the Secured
Parties (as defined below) under the First Lien Intercreditor Agreement (as defined below)
(the “Collateral Agent”).




WHEREAS:





	(A)	 	Pursuant to a USD 1,155,000,000 and EUR 330,000,000 multi-currency term and revolving credit
agreement dated on or about 5 November 2009 between, inter alia, the parties listed in Part
1of Schedule 1 hereto as original borrowers (the “Original Borrowers”), the parties listed in
Part 2 of Schedule 1hereto 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 Assignor has agreed to assign the Receivables (as defined below) to the Collateral Agent
as security for the Secured Parties’ (as defined below) respective claims against the Grantors
(as defined below) (or any of them) in respect of the Obligations (as defined below).
	 
	(D)	 	The security created by or pursuant to this Agreement is to be held and administered by the
Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien
intercreditor agreement dated 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,





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	 	 	supplemented, superseded or extended from time to time, the “First Lien Intercreditor
Agreement”).






	(E)	 	The Assignor has granted security interests over the Receivables (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 Assignor, 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.




“Ancillary Rights” means all present and future, actual and contingent rights and claims
(including monetary claims for damages) arising out of the underlying contractual or other
relationship under which the Receivables are created, including but not limited to,
unilateral rights (Gestaltungsrechte) of the Assignor.




“Authorisation” means the authorisation to collect the Receivables (Einziehungsermächtigung)
and to exercise any rights and claims in relation to the Receivables in accordance with the
terms of the Principal Finance Documents granted by the Collateral Agent to the Assignor
pursuant to Clause 9 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 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.



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“Collection Arrangement Receivables” means all present and future, actual and contingent
receivables of the Assignor against any collection agent or factor under or in connection
with any collection arrangement or factoring arrangement (whether with or without recourse)
(echtes und unechtes Factoring) relating to its Customer Receivables including but not
limited to those specified in Schedule 2 (List of Collection Arrangement Receivables) or in
a list provided to the Collateral Agent on or about the date hereof.




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




“Current Account Receivables” means all present and future, actual and contingent
receivables of the Assignor originating from genuine or non-genuine current account
arrangements (echte oder unechte Kontokorrentverhältnisse), including but not limited to the
claim to determine the current account balance (Anspruch auf Feststellung des gegenwärtigen
Saldos) and the current account balance receivable (Kontokorrentsaldoanspruch) (in
particular the current account balance receivable of the final current account statement
(Saldoanspruch der Schlussrechnung)) including but not limited to those specified in
Schedule 3 (List of Current Account Receivables) or in a list provided to the Collateral
Agent on or about the date hereof.




“Customer Receivables” means all present and future, actual and contingent receivables of
the Assignor against all clients, purchasers, suppliers or lessees or any of them (including
members of the Group) originating from the leasing or other supply of goods and/or services
(including the renting of properties) by or to the Assignor including but not limited to
those specified in Schedule 4 (List of Customer Receivables) or in a list provided to the
Collateral Agent on or about the date hereof.




“Default” means any Event of Default or any event or circumstance specified in Article VII
of the Credit Agreement and/or Section 6.01 of the Senior Secured Note Indenture which upon
notice, lapse of time or both constitute an Event of Default.




“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.




“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.



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




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




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




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




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




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




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




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




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




“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.




“Intercompany Loan Receivables” means all present and future, actual and contingent
receivables of the Assignor against any member of the Group arising under or in connection
with intercompany loans (including intercompany loans resulting from any cash pool
arrangements) including but not limited to the receivables arising



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under the intercompany loans specified in Schedule 5 (List of Existing Intercompany Loans).




“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.




“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
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.



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“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.




“Receivables” means collectively:




	 	(a)	 	the Collection Arrangement Receivables;
	 
	 	(b)	 	the Current Account Receivables;
	 
	 	(c)	 	the Customer Receivables;
	 
	 	(d)	 	the Intercompany Loan Receivables; and
	 
	 	(e)	 	any Ancillary Rights.






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




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




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




“Senior Secured Note Guarantors” means the 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.




	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.




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	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.	 	ASSIGNMENT






	2.1	 	The Assignor hereby assigns to the Collateral Agent the Receivables.






	2.2	 	The Collateral Agent hereby accepts the assignment of the Receivables.






	2.3	 	The existing Receivables shall pass over to the Collateral Agent on execution of this
Agreement, and any future Receivables shall pass over to the Collateral Agent at the date such
Receivables come into existence.






	3.	 	TRANSFER OF ANCILLARY RIGHTS






The Receivables are assigned to the Collateral Agent together with all accessory security
rights (akzessorische Sicherheiten) and ancillary rights (Neben-, Hilfs- und Vorzugsrechte)
pursuant to (including by way of analogy) Section 401 of the German Civil Code (Bürgerliches
Gesetzbuch). In case of security rights and ancillary rights pertaining to the Receivables
and which are not assigned and transferred to the Collateral Agent by operation of law
pursuant to Section 401 of the German Civil Code (the “Independent Ancillary Rights”), the
Collateral Agent may request at any time and at its sole discretion (upon instructions in
accordance with the First Lien Intercreditor Agreement) the assignment and/or transfer (as
the case may be) of such Independent Ancillary Rights.




	4.	 	PURPOSE OF THE ASSIGNMENT






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




	5.	 	LIST OF RECEIVABLES






	5.1	 	Within three months after the end of each calendar year (for the first time for the calendar
year 2010) and if an Enforcement Event has occurred and is continuing at any time upon
reasonable request of the Collateral Agent, the Assignor shall deliver to the Collateral Agent
a list of the Receivables as of the end of the relevant calendar year or, as the case may be,
the last day of the month prior to the Collateral Agent’s request following the occurrence of
an Enforcement Event which is continuing. In addition, the Assignor shall, at the reasonable
request of the Collateral Agent following the occurrence of a Default and while it is
continuing, deliver a list of the Customer Receivables, Current Account Receivables and
Collection Arrangement Receivables as at the last day of the month prior to such request by
the Collateral Agent. Each such list of the Receivables shall be on a computer disk or in such
other form as agreed between the Collateral Agent and the Assignor. The Collateral Agent may
in its reasonable discretion request a computer print-out in addition to any other form in
which the list may be delivered.




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	5.2	 	Unless otherwise agreed between the Assignor and the Collateral Agent (acting on the
instructions of the Secured Parties in accordance with the Principal Finance Documents), each
list of the Receivables (or, as the case may be, Customer Receivables, Current Account
Receivables and Collection Arrangement Receivables) referred to in sub-Clause 5.1 shall show
the names and addresses of the relevant debtors as well as any outstanding amounts and the due
dates for payment. In addition, each list shall include all unpaid counter claims, if any,
which arise from contracts between the Assignor and the relevant debtors, and shall state the
exact amount of such unpaid claim, the maturity date and the name of the respective debtor.






	5.3	 	Any list of Receivables referred to in sub-Clauses 5.1 and 5.2 above is provided for
information purposes only and if for any reason whatsoever the relevant Receivables are not,
or are incompletely, contained in the list presented, then the assignment of the Receivables
shall not be affected thereby.






	5.4	 	In case the Assignor is under an obligation to deliver a list of Receivables pursuant to
Clause 5.45.1 above and if the Assignor employs a third party for its bookkeeping and/or
data processing, the Assignor hereby authorises the Collateral Agent to obtain any list of
Receivables directly from such third party at the Assignor’s expense.






	6.	 	NOTICE OF ASSIGNMENT






	6.1	 	The Assignor shall notify by registered mail (Einschreiben mit Rückschein) the relevant
debtors of the assignment of the Intercompany Loan Receivables constituted hereunder in the
form set out in Schedule 7 (Form of Notice for a Disclosed Assignment), within one month from
the date hereof or, with respect to Intercompany Loan Receivables arising from future
contracts within one month from the date of entry into such contract.






	6.2	 	The Assignor shall use all reasonable endeavours to procure that debtors of the Intercompany
Loan Receivables notified in accordance with Clause 6.1 above acknowledge each notice of
assignment and accept the terms of the assignment as set out in Schedule 7 (Form of Notice for
a Disclosed Assignment) without undue delay. The Assignor shall provide evidence to the
Collateral Agent of any such acknowledgement received.






	6.3	 	The Assignor shall deliver to the Collateral Agent 19 (ten) dated notification letters in the
form of Schedule 6 (Form of Blank Notification Letter) executed in blank within 20 business
days from the date hereof for the purpose of notifying the debtors of the Receivables of this
Agreement. The Collateral Agent will only use such notification letters if it is entitled to
enforce this Agreement in accordance with Clause 10.






	7.	 	RECEIVABLES UNDER EXTENDED RETENTION OF TITLE ARRANGEMENTS






	7.1	 	If Receivables are assigned pursuant to this Agreement which are subject to extended
retention of title arrangements (verlängerter Eigentumsvorbehalt) with any supplier of the
Assignor, the assignment shall only become effective upon the termination (Erlöschen) of such
extended retention of title. As long as any person is only partly entitled to the Receivables
as a result of such person’s retention of title arrangement, the assignment of such
Receivables to the Collateral Agent hereunder shall be limited




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to the part of the relevant Receivables to which the Assignor is entitled to, the assignment
of the other part shall be effective upon complete termination of the extended retention of
title.




	7.2	 	If and to the extent that the Receivables assigned pursuant to this Agreement arise from the
sale of receivables of the Assignor pursuant to any factoring arrangement which are subject
to extended retention of title arrangements (verlängerter Eigentumsvorbehalt), the assignment
hereunder shall only become effective upon the complete satisfaction of the receivables which
are secured by the respective extended retention of title.






	7.3	 	The Assignor hereby assigns to the Collateral Agent its right to reassignment of Receivables
assigned to a supplier by reason of an extended retention of title arrangement as well as any
contingent claims to the transfer of all proceeds paid out to the supplier, together with all
rights pertaining thereto. The same applies to any possible inchoate right
(Anwartschaftsrecht) with respect to the assignment of any Receivables which is subject to a
dissolving condition (auflösende Bedingung). The Collateral Agent hereby accepts such
assignments.






	7.4	 	The Collateral Agent may at any time during the period it is entitled to enforce this
Agreement in accordance with sub-Clause 10.1 below terminate any retention of title
arrangement on behalf of the Assignor by discharging the respective liability of the Assignor
towards the relevant supplier. The Assignor will reimburse the Collateral Agent for any
reasonable costs and expenses so incurred.






	8.	 	CHECKS AND BILLS OF EXCHANGE






If payments in respect of the Receivables are made by check or bill of exchange, the
ownership in the documents shall pass to the Collateral Agent upon the Assignor acquiring
such ownership, and the Assignor hereby assigns to the Collateral Agent, who accepts the
assignment, in advance any of its rights arising therefrom as security for the Obligations.
Physical delivery of checks and bills of exchange to the Collateral Agent shall be replaced
by an undertaking of the Assignor to hold such checks and bills of exchange in gratuitous
custody (unentgeltliche Verwahrung) for the Collateral Agent or, if the Assignor does not
obtain actual possession of such documents, the Assignor hereby assigns to the Collateral
Agent in advance all of its claims for delivery thereof against third parties as security
for the Obligations. The Collateral Agent accepts such assignment.




	9.	 	COLLECTION OF RECEIVABLES BY THE ASSIGNOR






At all times while no Enforcement Event is continuing, the Assignor is authorised by the
Collateral Agent to collect the Receivables (ermächtigt zur Einziehung) in its own name and
for its own account and to dispose of, and exercise any rights and claims in relation to,
the Receivables in accordance with the terms of the Principal Finance Documents (including,
for the avoidance of doubt, the disposal of the Receivables in connection with any factoring
arrangement which is permitted under the Principal Finance Documents). The Collateral Agent
may revoke the Authorisation at any time if an Enforcement Event has occurred and is
continuing, except with respect to the disposal of Receivables that are subject to any
factoring arrangements that are permitted at that time pursuant to the Principal Finance
Documents.



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	10.	 	 ENFORCEMENT






	10.1	 	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 revoke the Authorisation,
notify the debtors, enforce its rights under this Agreement and arrange for the collection of
the Receivables in its own name and for its own account or for the sale of the Receivables.






	10.2	 	The Collateral Agent will notify the Assignor in writing at least 5 (five) business days
prior to the enforcement of any assignment pursuant hereto. No such notice shall be required
if (i) the Assignor has generally ceased to make payments, (ii) an application for the
institution of insolvency proceedings is filed by or against the Assignor 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.






	10.3	 	To the extent that the Authorisation is revoked, the Collateral Agent may request that all
documents relating to the Receivables be handed over to it and the Assignor hereby agrees to
promptly comply with any such request. In the case of checks and bills of exchange, the
Assignor hereby further agrees to endorse such documents in blank and to deliver them to the
Collateral Agent as soon as reasonably practicable and in any event upon request by the
Collateral Agent.






	10.4	 	While being entitled to enforce the security interest created hereunder in accordance with
sub-Clause 10.1 the Collateral Agent may collect the Receivables 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.






	10.5	 	While being entitled to enforce the security interest created hereunder in accordance with
sub-Clause 10.1 the Collateral Agent may request the Assignor to collect the Receivables for
and on behalf of the Collateral Agent and in accordance with the Collateral Agent’s
instruction. The Assignor shall promptly comply with such request.






	10.6	 	If the Collateral Agent collects any Receivables pursuant to sub-Clause 10.4 hereof, it may
take all measures and enter into all agreements with such debtors which it considers to be
expedient. In particular, the Collateral Agent may grant discounts or indulgence to any
debtors and/or enter into settlement agreements in relation to existing Receivables at any
time.






	10.7	 	Notwithstanding sub-Clause 10.4, 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.






	10.8	 	Given the non-accessory nature of this security, the Assignor 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.






	10.9	 	The Assignor shall not at any time before, on or after an enforcement of the security created
hereunder and as a result of the Assignor entering into this Agreement, be




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entitled to demand indemnification or compensation from any other Grantor or to assign any
of these claims.




	11.	 	LIMITATIONS ON ENFORCEMENT






	11.1	 	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 Assignor
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 on-lent,
borrowed or otherwise passed on to, or issued for the benefit of, the Assignor 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”).






	11.2	 	Besides an enforcement in respect of the Unlimited Enforcement Amount applicable to the
Assignor pursuant to Clause 11.1 above, the Collateral Agent shall not be entitled to enforce
the rights created under this Agreement against the Assignor 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 Assignor 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 Assignor (other than the Assignor and its
subsidiaries); and






	 	(b)	 	the enforcement would have the effect of (x) reducing the Assignor’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 Assignor’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.






	11.3	 	The Net Assets shall be calculated as an amount equal to the sum of the values of the
Assignor’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 Assignor’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:




- 13 -









 












	 	(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 Assignor’s business (nicht betriebsnotwendig) shall be taken into account with
its market value;






	 	(b)	 	obligations under loans provided to the Assignor 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 Assignor; and






	 	(c)	 	obligations under loans or other contractual liabilities incurred by the
Assignor 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 Assignor in the preparation of
its most recent annual balance sheet (Jahresbilanz).






	 	 	It being understood that the assets of the Assignor will be assessed at liquidation values
(Liquidationswerte) if the managing directors of the Assignor at the time they prepare the
Management Determination (as defined below) are, due to factual or legal circumstances at
that time, in their opinion not able to make a positive prognosis as to whether the business
of the Assignor can carry on as a going concern (positive Fortführungsprognose), in
particular when the security created under this Agreement is enforced.






	11.4	 	The limitations set out in Clause 11.2 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 Assignor 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 11.2 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
Assignor to fall below its stated share capital (taking into account the adjustments
set out in Clause 11.3 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 Assignor’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 Assignor 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 Assignor’s Net Assets (the
“Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles
set out in Clause 11.3 above, provided that the final sentence of Clause 11.3 above
shall not apply unless the Determining Auditors have in an independent assessment
determined that




- 14 -









 








the assets of the Assignor 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 11.3 above. If the Assignor 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 11.2 above.




	11.5	 	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 11.2 above. In relation
to any additional amounts for which the Assignor is liable under this Agreement, the
Collateral Agent shall be entitled to further pursue their claims (if any) and the Assignor
shall be entitled to prove that this amount is necessary for maintaining its stated share
capital (calculated as of the date the Collateral Agent has given notice of its intention to
enforce the security created under this Agreement).






	11.6	 	No reduction of the amount enforceable under this Clause 11 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.






	12.	 	BOOKKEEPING AND DATA-PROCESSING






	12.1	 	The Assignor 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 Assignor has handed over to such
third party and which are necessary to identify the Receivables. The Collateral Agent will
only make use of such right if an Enforcement Event has occurred and is continuing or if the
Assignor has not complied with a request of the Collateral Agent to provide lists of
Receivables following the occurrence of a Default which is continuing, or, as the case may be,
an Enforcement Event which is continuing in accordance with Clause 5.1. The Assignor
undertakes to instruct such third party to provide the Collateral Agent upon demand in
accordance with the preceding sentence with such information, proof and documents which are
necessary to check, assess or enforce the Receivables.






	12.2	 	If an Enforcement Event has occurred and is continuing, the Assignor shall allow the
Collateral Agent access to any electronic data-processing system, including peripheral
equipment, in which data concerning the Receivables or any part thereof have been stored.
Moreover, the Assignor shall provide any assistance required to the Collateral Agent
(including by making software operators available). The Assignor 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 Receivables and undertakes to
instruct such third party, upon a respective demand of the Collateral Agent if an Enforcement
Event has occurred and is continuing, to handle the processing of data for the Collateral
Agent as it did for the Assignor




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provided that the Assignor shall continue to be given access to any data it requires in its
ordinary course of business.




	12.3	 	The Collateral Agent authorises the Assignor to exercise the rights assigned to the
Collateral Agent pursuant to sub-Clause 12.1 and 12.2 above at all times if an Enforcement
Event is not continuing.






	13.	 	UNDERTAKINGS OF THE ASSIGNOR






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




	13.1	 	subject to Clause 9 of this Agreement, 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 Receivables or the
Receivables ceasing to be assignable or subjecting any Receivable to any law other than German
law other than in the Assignor’s ordinary course of business;






	13.2	 	to inform the Collateral Agent without undue delay in writing of any attachment (Pfändung)
over any of the Receivables or part thereof and any third parties bringing claims in respect
of any of the Receivables or part thereof or any other measures which would impair or
jeopardize the Collateral Agent’s rights relating to any Receivable or materially impair its
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 Assignor
undertakes to forward to the Collateral Agent without undue delay a copy of the attachment
order (Pfändungsbeschluß), any transfer order (Überweisungsbeschluß) and all other documents
necessary or expedient for a defence against such attachment. The Assignor shall inform the
attaching creditor of the Collateral Agent’s security interests without undue delay;






	14.	 	POWER OF ATTORNEY






The Assignor, by way of security for its obligations under this Agreement, irrevocably
appoints the Collateral Agent to be its attorney (Stellvertreter) (and the Collateral Agent
may delegate that power on such terms as it sees fit) to do anything which the Assignor is
required to do under this Agreement but has failed to do and to notify the debtors of the
Receivables of the assignment of the Receivables in behalf of the Assignor, provided that
the debtors which are not debtors of Intercompany Loan Receivables may only be notified if
an Enforcement Event has occurred and is continuing. For this purpose the Assignor 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 Assignor under this Agreement which is required for the creation, perfection and
enforcement of the security interest to be created hereunder, if the Assignor has not
complied with such obligations imposed on the Assignor 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 Assignor under this Clause 14 unless and until it shall have been (i)



- 16 -









 






instructed to do so in accordance with the Principal Finance Documents and (ii) indemnified
and/or secured and/or prefunded to its satisfaction.




	15.	 	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 14) 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.




	16.	 	INDEMNITY






To the extent set out in the First Lien Intercreditor Credit Agreement, the Assignor 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 Assignor 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 Receivables.




	17.	 	NO LIABILITY






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




	18.	 	DURATION AND INDEPENDENCE






	18.1	 	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 Assignor pursuant to it.






	18.2	 	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.






	18.3	 	Waiving Section 418 of the German Civil Code (applied by analogy), the Assignor 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.




- 17 -









 








	19.	 	RELEASE OF SECURITY (SICHERHEITENFREIGABE)






	19.1	 	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 Assignor, reassign to the Assignor the
Receivables and surrender the excess proceeds, if any, resulting from any realisation thereof.
The Collateral Agent will, however, transfer any Receivable or excess proceeds to a third
person if so required by law.






	19.2	 	At any time when the total value of the aggregate security granted by the Assignor 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) exceeds 110% of the
Obligations (the “Limit”), the Collateral Agent shall on demand of the Assignor 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.






	19.3	 	The Collateral Agent (as instructed in accordance with the First Lien Intercreditor
Agreement) will as soon as reasonably practicable declare in writing the release of the
security created hereunder and reassign the Receivables to the Assignor in accordance with,
and to the extent required by, the Intercreditor Arrangements.






	20.	 	PARTIAL INVALIDITY; WAIVER






	20.1	 	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.






	20.2	 	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.






	21.	 	AMENDMENTS






Changes and amendments to this Agreement including this Clause 21 shall be made in writing.



- 18 -









 






	22.	 	NOTICES AND THEIR LANGUAGE






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





	 	 	 	 	 

	For the Assignor:	 	Closure Systems International Holdings (Germany) GmbH
	 	 	 	 	 
	 

	 	Address:
	 	Mainzer Straße 185
	 

	 	 
	 	67547 Worms
	 

	 	 	 	Germany
	 

	 	Telephone:	 	+49 6241 400 10 
	 	 	 	 	 
	 

	 	Fax:
	 	+49 6241 400 187 
	 

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

	 	Address:
	 	c/o Rank Group Limited
	 

	 	 	 	Level 9
	 

	 	 	 	148 Quay Street
	 

	 	 	 	PO Box 3515
	 

	 	 	 	Auckland 1140
	 

	 	 	 	New Zealand
	 

	 	Telephone:
	 	+649 3666259 
	 	 	 	 	 
	 

	 	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 





- 19 -









 






	 	 	 	 	 

	 

	 	Fax:
	 	+212 815 5366 
	 

	 	Attention:
	 	International
Corporate Trust







	22.2	 	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.
	 
	22.3	 	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 22 or
in accordance with the latest unrevoked direction from such party given in accordance with
this Clause 22.
	 
	22.4	 	Any notice or other communication under or in connection with this Agreement shall be in the
English language or, if in any other language, accompanied by a translation into English. In
the event of any conflict between the English text and the text in any other language, the
English text shall prevail.






	23.	 	APPLICABLE LAW; JURISDICTION






	23.1	 	This Agreement is governed by the laws of the Federal Republic of Germany.






	23.2	 	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 Assignor in any other court
of competent jurisdiction. Further, the taking of proceedings against the Assignor 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.






	24.	 	CONCLUSION OF THE AGREEMENT (VERTRAGSSCHLUSS)






	24.1	 	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.






	24.2	 	If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause
24.1 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




- 20 -









 












concluded once any 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).




	24.3	 	For the purposes of this Clause 24 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.




- 21 -









 











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.




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)







- 22 -









 







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)



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)







- 23 -









 







Bakers Choice Products, Inc. (Delaware, USA)



Reynolds Consumer Products Inc. (Delaware, USA)



Reynolds Foil Inc. (Delaware, USA)



Reynolds Services Inc. (Delaware, USA)




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)







- 24 -









 







SIG Holding USA Inc. (USA)



SIG Combibloc Inc. (USA)



Reynolds Group Holdings Inc. (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)



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)







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SCHEDULE 2

LIST OF COLLECTION ARRANGEMENT RECEIVABLES






- 26 -









 








SCHEDULE 3

LIST OF CURRENT ACCOUNT RECEIVABLES






- 27 -









 








SCHEDULE 4

LIST OF CUSTOMER RECEIVABLES







- 28 -









 








SCHEDULE 5

LIST OF EXISTING INTERCOMPANY LOANS




	 	 	 	 	 	 	 	 	 
		 	Draw down date of	 		 		 	
	 	 	Intercompany Loan	 	 	 	 	 	Maturity date of
	No.	 	and drawn amount	 	Borrower	 	Outstanding amount	 	repayment claim
	1

	 	2008

EUR 5,739,270.70
	 	Closure
Systems
International
Deutschland GmbH
Mainzer Str.
185
67547 Worms
	 	 EUR
4,259,892.49
	 	Until further notice
	 
	 	 	 	 	 	 	 	 
	2

	 	29.09.2009
EUR 2,200,000
	 	Closure
Systems
International
Deutschland GmbH
Mainzer Str.
185
67547 Worms
	 	 Euro 2,200,000
	 	30.09. 2010






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SCHEDULE 6

FORM OF BLANK NOTIFICATION LETTER



[To be printed off on letterhead of the Assignor]




[Name and address of debtor to be completed by the



Collateral Agent



Leave this space blank]




	 	 	 
	[insert date and place]	[Datum und Ort einfügen]
	 
	Dear Sirs,

	 	Sehr geehrte Damen und Herren,
	 
	 	 
	We hereby give you notice that
pursuant to an assignment
agreement entered into by us in
favour of [insert name and address
of the Collateral Agent] (the
“Collateral Agent”) dated [insert
date of the assignment agreement],
we have assigned by way of a
global assignment (Globalzession)
to the Collateral Agent all our
present and future receivables
against you together with all
ancillary rights pertaining to
them including those set out in
Annex 1 hereto. The Collateral
Agent is solely authorised to
collect and deal with the assigned
receivables, and all payments with
respect to the assigned
receivables have to be made to the
Collateral Agent. Please do not
make any further payments into our
accounts. Please find attached as
Annex 2 hereto a copy of the
assignment agreement.

	 	Wir teilen Ihnen hierdurch mit, dass
wir mit Abtretungsvertrag vom [Datum
des Abtretungsvertrages einfügen]
sämtliche bestehenden und künftigen
Forderungen mit allen dazugehörenden
Rechten gegen Sie an [Name und
Adresse des Sicherheitentreuhänder
einfügen] (der
“Sicherheitentreuhänder”) im Wege der
Globalzession abgetreten haben,
einschließlich der in Anlage 1
genannten. Der Sicherheitentreuhänder
allein ist berechtigt, über die
Forderungen zu verfügen und Zahlungen
entgegenzunehmen. Bitte leisten Sie
keine weiteren Zahlungen an uns. Als
Anlage 2 erhalten Sie eine Kopie des
Abtretungsvertrages.
	 
	 	 
	Yours faithfully,

	 	Mit freundlichen Grüßen
	 
	 	 
	[insert full name of the Assignor]

	 	[Namen des Sicherungsgebers einfügen]






	 	 	 	 	 	 	 

	 
	By: 	 	 	 	 
	 	Name: 	 	 	 	Name: 	 
	 	Title:	 	 	 	Titel:






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Annex 1 / Anlage 1

Details of assigned receivables / Einzelheiten der abgetretenen Forderungen







- 31 -









 








Annex 2 / Anlage 2

Copy of the assignment agreement / Kopie des Abtretungsvertrages






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SCHEDULE 7

FORM OF NOTICE FOR A DISCLOSED ASSIGNMENT




[To be printed off on letterhead of the Assignor]



[Name and address of debtor]




	 	 	 
	[insert date and place]	 	[Datum und Ort einfügen]
	 
	Dear Sirs,

	 	Sehr geehrte Damen und Herren,
	 
	 	 
	We hereby give you notice that
pursuant to an assignment agreement
entered into by us in favour of
[insert name and address of the
Collateral Agent] (the “Collateral
Agent”) dated [insert date of the
assignment agreement], we have
assigned by way of a global
assignment (Globalzession) to the
Collateral Agent all our present
and future receivables against you
together with all ancillary rights
pertaining to them including those
set out in Annex 1 hereto. We are
authorised by the Collateral Agent
to collect the assigned receivables
in our own name and for our own
account and to exercise any rights
and claims unless you receive a
notification from the Collateral
Agent to the contrary. Please see
attached as Annex 2 a copy of the
assignment agreement.

	 	Wir teilen Ihnen hierdurch mit, dass
wir mit Abtretungsvertrag vom [Datum
des Abtretungsvertrages einfügen]
sämtliche bestehenden und künftigen
Forderungen mit allen dazugehörenden
Rechten gegen Sie an [Name und
Adresse des Sicherheitentreuhänders
einfügen] (der
“Sicherheitentreuhänder”) im Wege der
Globalzession abgetreten haben,
einschließlich der in Anlage 1
genannten. Wir sind vom
Sicherheitentreuhänder ermächtigt,
alle Zahlungen betreffend die
abgetretenen Forderungen im eigenen
Namen und für eigene Rechnung
einzuziehen und entgegenzunehmen und
unsere Rechte, wenn und soweit Sie
keine anderslautende Mitteilung des
Sicherheitentreuhänders erhalten. Als
Anlage 2 erhalten Sie eine Kopie des
Abtretungsvertrages.
	 
	 	 
	Please acknowledge receipt of this
notice and your agreement with the
terms hereof by counter-signing
this letter and returning the same
to us.

	 	Bitte bestätigen Sie den Erhalt
dieser Benachrichtigung und Ihr
Einverständnis mit den hierin
enthaltenen Bestimmungen durch
Gegenzeichnung dieser
Benachrichtigung und Rücksendung an
uns.
	 
	 	 
	Yours faithfully,

	 	Mit freundlichen Grüßen
	 
	 	 
	[insert full name of the Assignor]

	 	[Namen des Sicherungsgebers einfügen]






	 	 	 	 	 	 	 

	By: 	 	 	 	 	 
	 	Name: 	 	 	Name: 	 
	 	Title:	 	 	Titel:






	 	 	 

	Acknowledgement of the debtor
We acknowledge receipt of this
notification letter and confirm our
agreement with the terms thereof.

	 	Bestätigung des Drittschuldners
Wir bestätigen den Erhalt der
Benachrichtigung und erklären unser
Einverständnis mit den darin
enthaltenen Bestimmungen.






- 33 -









 






	 	 	 	 	 	 	 

	[insert full name of the debtor]	 	[den vollständigen Namen des
Drittschuldners einfügen]
	 
	By: 	 	 	 	 	 
	 	Name: 	 	 	Name: 	 
	 	Title:	 	 	Titel:
	 	Date:	 	 	Datum:






- 34 -









 





SIGNATURE PAGE



This Global Assignment Agreement has been entered into on the date stated at the beginning by:




Closure Systems International Holdings (Germany) GmbH




as Assignor




	 	 	 	 	 	 	 

	 
	By: 	 /s/ Mark Dunkley	 	By: 	         /s/ Philip West
	 	Name: 	 MARK DUNKLEY	 	 	Name: 	 PHILIP WEST
	 	Title:	 AUTHORISED SIGNATORY	 	 	Title:	 AUTHORISED SIGNATORY






The Bank of New York Mellon



as Collateral Agent




	 	 	 	 	 	 	 

	 
	By: 	 /s/ Michael Lee	 	By: 	 
	 	Name: 	 MICHAEL LEE	 	 	 	Name: 	 
	 	Title:	 SENIOR ASSOCIATE	 	 	 	Title:	 







- 35 -