exv4w114






	 	 	 

	 

	 	EXHIBIT 4.114






THE BANK OF NEW YORK MELLON

as Collateral Agent




THE SECURED PARTIES DEFINED HEREIN

as Beneficiaries




CLOSURE SYSTEMS INTERNATIONAL B.V.

as Pledgor




 






BLANKET SECURITY OVER SHARES AGREEMENT




 





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














 









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions and Interpretation
	 	 	2	 
	2. Pledge
	 	 	5	 
	3. Deposit of Certificates and New Related Assets
	 	 	5	 
	4. Registration of Pledge
	 	 	6	 
	5. Termination
	 	 	6	 
	6. Voting Rights, Dividends and Enforcement
	 	 	6	 
	7. Pledgor’s Representations and Undertakings
	 	 	7	 
	8. Further Assurance
	 	 	8	 
	9. Power of Attorney
	 	 	8	 
	10. Delegation
	 	 	9	 
	11. Pledgor’s Obligations
	 	 	10	 
	12. Effectiveness of Collateral
	 	 	10	 
	13. Indemnity
	 	 	11	 
	14. Currency Conversion
	 	 	11	 
	15. Application of Moneys
	 	 	11	 
	16. Assignment and Transfer
	 	 	11	 
	17. Successors
	 	 	12	 
	18. Partial Invalidity
	 	 	12	 
	19. Consequences of Crystalization
	 	 	12	 
	20. Miscellaneous
	 	 	12	 
	21. Governing Law and Jurisdiction
	 	 	13	 









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THIS AGREEMENT is made on 2 December 2009.




BETWEEN





	(1)	 	THE BANK OF NEW YORK MELLON of 101 Barclay Street, 4E New York, N.Y. 10286, Attn:
International Corporate Trust, fax number: (212) 815-5366 in its capacity as collateral agent
for and on behalf of the Secured Parties (the “Collateral Agent”);
	 
	(2)	 	THE SECURED PARTIES UNDER THE FIRST LIEN INTERCREDITOR AGREEMENT (the
“Beneficiaries”); and
	 
	(3)	 	CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability
incorporated under the laws of The Netherlands, having its corporate seat in Amsterdam, The
Netherlands, and its registered address at Telepartboulevard 140, 1043 EJ Amsterdam, The
Netherlands, Chamber of Commerce registration number 34291082 (the “Pledgor”).




IT IS AGREED as follows:




1. DEFINITIONS AND INTERPRETATION





	1.1	 	In this Agreement:
	 
	 	 	“Agreed Security Principles” has the meaning it is given in the Credit Agreement and the
Senior Secured Note Indenture and, to the extent of any inconsistency, the meaning it is
given in the Credit Agreement shall prevail.
	 
	 	 	“Borrowers” shall mean the “Borrowers” under, and as defined in, the Credit Agreement from
time to time.
	 
	 	 	“Collateral Agent” shall mean The Bank of New York Mellon in its capacity as collateral
agent as appointed under the First Lien Intercreditor Agreement and its successors and
permitted assigns in such capacity.
	 
	 	 	“Collateral Rights” means all rights, powers and remedies of the Collateral Agent and the
Beneficiaries provided by this Agreement or by law.
	 
	 	 	“Company” means Closure Systems International Holdings (Japan) K.K.
	 
	 	 	“Credit Agreement” shall mean the Credit Agreement dated as of 5 November 2009, among,
Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG
& Co KG aA, Closure Systems International Holdings Inc., Closure Systems International B.V.
and SIG Austria Holding GmbH, as borrowers, Reynolds Group Holdings Limited, the lenders
from time to time party thereto, and Credit Suisse, as administrative agent, as amended,
extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or
modified from time to time.
	 
	 	 	“Crystallisation Event” means:






	 	(a)	 	an agreement (if any) of the parties hereto to crystallise the Obligations; or




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	 	(b)	 	a Declaration of Crystallisation.






	 	 	“Delegate” means a delegate or sub-delegate appointed pursuant to Clause 10.
	 
	 	 	“Declaration of Crystallisation” means a declaration of crystallisation by the Collateral
Agent:






	 	(a)	 	following and during the continuation of an Enforcement Event; and/or
	 
	 	(b)	 	in the event that the Collateral Agent reasonably determines that any material
portion of the Pledged Portfolio is in danger of being seized or sold pursuant to any
legal process.






	 	 	“Enforcement Event” shall mean an “Event of Default” under, and as defined in, the First
Lien Intercreditor Agreement.
	 
	 	 	“Existing Shares” means all of the shares of the Company issued as of the date of this
Agreement.
	 
	 	 	“First Lien Intercreditor Agreement” shall mean the First Lien Intercreditor Agreement dated
as of 5 November 2009, among the Collateral Agent, The Bank of New York Mellon, as trustee
under the Senior Secured Note Indenture, Credit Suisse, as administrative agent under the
Credit Agreement, and the Loan Parties, as amended, novated, supplemented, extended,
restated, replaced or modified from time to time.
	 
	 	 	“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and any other
document that is designated by the Loan Parties’ Agent and the Collateral Agent as an
intercreditor agreement, in each case as amended, novated, supplemented, restated, replaced
or modified from time to time.
	 
	 	 	“Issuers” shall mean the “Issuers” under, and as defined in, the Senior Secured Note
Indenture, including their successors in interest.
	 
	 	 	“Lien” has the meaning it is given in the First Lien Intercreditor Agreement.
	 
	 	 	“Loan Documents” shall mean the “Credit Documents” under, and as defined in, the First Lien
Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the
Collateral Agent as a Loan Document.
	 
	 	 	“Loan Parties” shall mean the “Grantors” under, and as defined in, the First Lien
Intercreditor Agreement.
	 
	 	 	“Loan Parties’ Agent” shall mean Reynolds Group Holdings Limited (formerly known as Rank
Group Holdings Limited).
	 
	 	 	“New Shares” means all of the shares of the Company which are issued after this Agreement is
executed and held by the Pledgor.
	 
	 	 	“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 Loan Party and each grantor of a security interest to the Secured




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	 	 	Parties (or any of
them) under each or any of the Loan Documents, together with all costs, charges and expenses
incurred by any Secured Party in connection with the
protection, preservation or enforcement of its respective rights under the Loan Documents or
any other document evidencing or securing any such liabilities. 
	 
	 	 	“Pledged Portfolio” means the Shares and the Related Assets.
	 
	 	 	“Principal Finance Documents” means the Credit Agreement, the Senior Secured Note Indenture,
the Intercreditor Arrangements and any Additional Agreement.
	 
	 	 	“Related Assets” means all dividends, interest and other monies payable in respect of the
Shares and all other rights, benefits and proceeds in respect of or derived from the Shares
(whether by way of redemption, bonus, preference, option, substitution, conversion or
otherwise).
	 
	 	 	“Secured Parties” shall mean the “Secured Parties” under, and as defined in, the First Lien
Intercreditor Agreement.
	 
	 	 	“Security” means the security granted by this Agreement.
	 
	 	 	“Security Documents” shall mean the “Security Documents” under, and as defined in, the First
Lien Intercreditor Agreement.
	 
	 	 	“Senior Secured Note Indenture” shall mean the Indenture dated as of 5 November 2009, among
the Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as
trustee, principal paying agent, transfer agent and registrar, as amended, extended,
restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from
time to time.
	 
	 	 	“Shares” means the Existing Shares and the New Shares.
	 
	1.2	 	In this Agreement:     






	 	(a)	 	Unless a contrary indication appears, a reference to: (i) “this Agreement” is
a reference to this Agreement as amended or, amended and restated, supplemented,
extended, replaced, novated or otherwise modified from time to time (in each case,
however fundamentally) and (ii) a “Clause” or “Schedule” is a reference to a Clause or
Schedule of this Agreement.
	 
	 	(b)	 	Clause and Schedule headings are for ease of reference only.
	 
	 	(c)	 	Any reference to the “Pledgor” shall include its and any subsequent successors
and any permitted transferees in accordance with their respective interests.
	 
	 	(d)	 	The rules of interpretation contained in the First Lien Intercreditor
Agreement shall apply to the construction of this Agreement.
	 
	 	(e)	 	Unless defined in this Agreement or the context otherwise requires, a term
defined in the First Lien Intercreditor Agreement has the same meaning in this
Agreement and in any notice given under this Agreement.




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	1.3	 	This Agreement is subject to the terms of the First Lien Intercreditor Agreement. In
the event of a conflict between the terms of this Agreement and the First Lien Intercreditor
Agreement, the terms of the First Lien Intercreditor Agreement will prevail.
	 
	1.4	 	No obligations shall be included in the definition of “Obligations” to the extent
that, if included, the security interest granted pursuant to this Agreement or any part
thereof would be void as a result of a violation of the prohibition on financial assistance as
contained in Articles 2:98c and 2:207 of the Dutch Civil Code or any other applicable
financial assistance rules under any relevant jurisdiction (the “Prohibition”) and all
provisions hereof will be construed accordingly. For the avoidance of doubt, this Agreement
will continue to secure those obligations which, if included in the definition of
“Obligations”, would not constitute a violation of the Prohibition.
	 
	2.	 	PLEDGE
	 
	2.1	 	The Pledgor hereby pledges the Pledged Portfolio (except dividends paid to the Pledgor
pursuant to Clause 4.1 and 4.2) by way of a first priority co-owned blanket registered pledge
(touroku ne-shichiken) in favour of the Secured Parties for the payment and discharge of all
of the Obligations.
	 
	2.2	 	The Security is to be held, administered, enforced and released by the Collateral
Agent for and on behalf of the Beneficiaries pursuant to the terms of the First Lien
Intercreditor Agreement.
	 
	3.	 	DEPOSIT OF CERTIFICATES AND NEW RELATED ASSETS
	 
	3.1	 	The Pledgor shall deliver to and deposit with the Collateral Agent all original share
certificates of, and other documents of title to, the Existing Shares promptly in the event
that such share certificates and/or documents are issued.
	 
	3.2	 	The Pledgor shall, promptly upon acquiring or holding any New Shares, deliver to and
deposit with the Collateral Agent all original share certificates, and other documents of
title to, such New Shares if such share certificates and/or documents are issued.
	 
	3.3	 	The Pledgor shall, promptly upon the accrual, offer or issue of any Related Assets
(in the form of stocks, shares, warrants or other securities) in which the Pledgor has an
interest, procure the delivery to the Collateral Agent of all original share certificates and
other documents of title representing those Related Assets if such share certificates and/or
documents are issued.
	 
	3.4	 	The Collateral Agent shall hold and possess all documents representing the Shares and
Related Assets for and on behalf of the Secured Parties if such documents are issued.
	 
	3.5	 	Subject to the Agreed Security Principles, the Pledgor shall at its sole cost and
expense, promptly upon instruction from the Collateral Agent, prepare, execute and deliver to
the Collateral Agent all such documents and instruments, and take all such actions, as are
necessary or appropriate to grant a pledge and/or any other security interest, and perfect
such security interest, as may be applicable to the Shares or Related Assets




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	 	 	consistent with
the terms and conditions of this Agreement and all applicable laws and regulations.
	 
	4.	 	REGISTRATION OF PLEDGE
	 
	4.1	 	On the date of this Agreement the Pledgor shall cause the Company to register the
Collateral Agent on behalf of the Secured Parties in the shareholders’ registry (kabunushi
meibo) as an agent of the pledgeholders of the Existing Shares and the Collateral Agent
shall direct the Company to pay dividends to the Pledgor until the Collateral Agent shall,
if an Enforcement Event has occurred and is continuing, direct the Company in writing to the
contrary.
	 
	4.2	 	In the event that the New Shares are issued, the Pledgor shall cause the Company to
register the Collateral Agent on behalf of the Secured Parties in the shareholders’ registry
(kabunushi meibo) as an agent of the pledgeholders of the New Shares and the Collateral Agent
shall direct the Company to pay dividends to the Pledgor until the Collateral Agent shall, if
an Enforcement Event has occurred and is continuing, direct the Company in writing to the
contrary.
	 
	5.	 	TERMINATION
	 
	5.1	 	The Security shall be released, retransferred and cancelled:






	 	(a)	 	by the Collateral Agent (acting on the instructions of the Applicable
Representative) at the request and cost of the Pledgor, upon the Obligations being
irrevocably paid or discharged in full and none of the Secured Parties being under any
further actual or contingent obligation to make advances or provide other financial
accommodation to the Pledgor or any other person under any of the Loan Documents; or
	 
	 	(b)	 	in accordance with, and to the extent required by, the Intercreditor
Arrangements (to the extent it is possible to give effect to such arrangements under
Japanese law).






	5.2	 	If the Collateral Agent at any time reasonably considers that any amount paid or
credited to any Secured Party in respect of the Obligations is capable of being avoided or
reduced by virtue of any bankruptcy, insolvency, liquidation, reorganisation, rehabilitation,
avoidance or similar laws, the liability of the Pledgor under this Agreement and the Security
shall continue to be effective or be restored as the case may be and such amount shall not be
considered to have been irrevocably discharged and the Pledgor shall take all actions needed
at such time to perfect the Security.
	 
	6.	 	VOTING RIGHTS, DIVIDENDS AND ENFORCEMENT
	 
	6.1	 	If an Enforcement Event is not continuing, the Pledgor shall be entitled to exercise all
voting rights in relation to the Pledged Portfolio and receive and apply all dividends,
interests and other monies arising from the Pledged Portfolio and exercise all rights and
claims in respect of the Pledged Portfolio provided that the Pledgor shall not exercise such
voting rights in any manner to cause, or otherwise permit or agree to, any:




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	 	(a)	 	action which would adversely affect the validity or enforceability of the
Security; or
	 
	 	(b)	 	action which would cause an Event of Default to occur.






	6.2	 	If an Enforcement Event has occurred and is continuing, the Collateral Agent shall be
entitled, without prior notice, consent or authority to or from the Pledgor or prior
authorisation from any court, to enforce all or any part of the security constituted by this
Agreement in any manner it sees fit. Without limiting any of the powers conferred on the
Collateral Agent by this Clause 6.2, the Collateral Agent shall be entitled to:






	 	(a)	 	direct the Pledgor and notify the Company of such direction with respect to
the exercise (or non-exercise) of any and all voting rights attached to the Pledged
Portfolio;
	 
	 	(b)	 	receive and apply all dividends, interest and other monies arising from the
Pledged Portfolio as though they were the proceeds of sale under this Agreement;
	 
	 	(c)	 	direct the Pledgor and notify the Company of such direction with respect to
the exercise (or non-exercise) of the powers and rights conferred on or exercisable by
the owner of the Pledged Portfolio in the manner and on the terms the Collateral Agent
thinks fit, and the proceeds of any such action shall form part of the Pledged
Portfolio;
	 
	 	(d)	 	acquire the definitive title to the Pledged Portfolio or sell or otherwise
dispose of any or all of the collateral by public auction or private sale, in such
order, on such terms and at such time as the Collateral Agent may determine in its sole
discretion; and
	 
	 	(e)	 	otherwise enforce the Security pursuant to the relevant provisions of this
Agreement and all applicable laws.






	6.3	 	If the Pledged Portfolio (or any part thereof) is transferred to a non-Japanese
person or entity pursuant to Clause 6.2, the Pledgor shall prepare and file all necessary
reports or obtain all necessary approvals, if any, as required by the Foreign Exchange and
Trade Law of Japan in respect of the transfer.
	 
	6.4	 	The Pledgor shall, upon request from the Collateral Agent if an Enforcement Event has
occurred and is continuing, cause the meeting of shareholders of the Company to approve the
transfer of any Shares to the Collateral Agent, the Beneficiaries, their respective nominee(s)
or any third party purchaser pursuant to Clause 6.2 and take all necessary steps to complete
such transfer including application for registration in the shareholders’ registry.
	 
	7.	 	PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS
	 
	7.1	 	Except to the extent permitted by the Principal Finance Documents or with the Collateral
Agent’s prior written consent, the Pledgor shall not:




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	 	(a)	 	sell, assign or dispose of all or any part of the Pledged Portfolio;
	 
	 	(b)	 	create, grant or permit to exist (i) any security interest over or (ii) any
restriction on the ability to transfer or realise, all or any part of the Pledged
Portfolio; or
	 
	 	(c)	 	do or permit to be done any act or thing which would adversely affect the
validity or enforceability of the Security.






	7.2	 	The Pledgor hereby warrants and represents to the Secured Parties that, on the date
of this Agreement with reference to the facts and circumstances then existing and subject to
the provisions of the Principal Finance Documents and the Intercreditor Arrangements, the
representations and warranties made by the Pledgor as Loan Party in Section 3.01
(Organization: Powers), 3.02 (Authorization), 3.03 (Enforceability), 3.06 (No Material Adverse
Change), 3.09 (Litigation, Compliance with Laws), 3.10 (Agreements), 3.19 (Security Documents)
and 3.22 (Solvency) of the Credit Agreement, are mutatis mutandis true and accurate as regards
the Pledgor and this Agreement.
	 
	8.	 	FURTHER ASSURANCE
	 
	8.1	 	Subject to the Agreed Security Principles, the Pledgor shall promptly execute all
documents (including transfers) and do all things (including the delivery, transfer,
assignment or payment of all or part of the Pledged Portfolio to the Collateral Agent, the
Beneficiaries or their respective nominee(s)) that the Collateral Agent may reasonably specify
for the purpose of:






	 	(a)	 	exercising the Collateral Rights;
	 
	 	(b)	 	granting, preserving, protecting and perfecting the Security granted in
favour of the Secured Parties over all or any part of the Pledged Portfolio (including
transferring the Pledged Portfolio into the name of the Collateral Agent, the
Beneficiaries or their respective nominee(s)); or
	 
	 	(c)	 	facilitating any dealings by the Collateral Agent pursuant to the powers
granted to the Collateral Agent under this Agreement.






	8.2	 	If an Enforcement Event has occurred and is continuing, the Pledgor shall upon demand
from the Collateral Agent (i) procure the transfer of the Pledged Portfolio to the Collateral
Agent, the Beneficiaries or such nominee(s), Collateral Agents or purchasers as the Collateral
Agent shall direct and (ii) execute all documents and do all other things that the Collateral
Agent may require to facilitate the realisation of the Pledged Portfolio.
	 
	9.	 	POWER OF ATTORNEY
	 
	9.1	 	The Pledgor by way of security irrevocably appoints the Collateral Agent severally to be
its attorney and in its name, on its behalf and as its act and deed to execute, deliver and
perfect all documents (including any stock transfer forms and other instruments of




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	 	 	transfer)
and do all things which the attorney may consider to be required or desirable for:






	 	(a)	 	carrying out any obligation imposed on the Pledgor by this Agreement or any
other agreement binding on the Pledgor to which the Collateral Agent is a party
(including the execution and delivery of any deeds, charges, assignments or other
security and any transfers of the Pledged Portfolio); and
	 
	 	(b)	 	enabling the Collateral Agent to exercise, or delegate the exercise of, all or
any of the Collateral Rights (including, while the Security is enforceable: (i) the
exercise of any right of a legal or a beneficial owner of the Pledged Portfolio; (ii)
applying for the approval of the meeting of shareholders of the Company of
any Share transfer resulting from the enforcement of the pledge created under this
Agreement and taking any other steps which the Collateral Agent deems appropriate
or necessary for such enforcement procedure; and (iii) applying for the
registration of the Secured Parties in the shareholders’ registry (kabunushi meibo)
as the pledge holders of the Pledged Portfolio);






	 	 	provided always that the Collateral Agent may only be entitled to exercise the powers
conferred upon it by the Pledgor under this Clause 9.1 if:






	 	(c)	 	an Enforcement Event has occurred and is continuing; and/or
	 
	 	(d)	 	the Collateral Agent has received notice from the Applicable Representative,
the Loan Parties’ Agent and/or the Pledgor that the Pledgor has failed to comply with a
further assurance or perfection obligation within 10 Business Days of being notified of
that failure (with a copy of that notice being sent to the Loan Party’s Agent),






	 	 	provided further that the Collateral Agent shall not be obliged to exercise the powers
conferred upon it by the Pledgor under this Clause 9.1 unless and until it shall have been
(i) instructed to do so by the Applicable Representative and (ii) indemnified and/or secured
and/or prefunded to its satisfaction.
	 
	9.2	 	The Pledgor shall ratify and confirm all things done and all documents executed by
the Collateral Agent in the exercise of the powers conferred upon it by the Pledgor under
Clause 9.1.
	 
	10.	 	DELEGATION
	 
	 	 	Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent
permitted by Japanese law), the Collateral Agent shall have full power to delegate (either
generally or specifically) the powers, authorities and discretions conferred on it by this
Agreement (including the power of attorney) on such terms and conditions as it shall see fit
which delegation shall not preclude either the subsequent exercise, any subsequent
delegation or any revocation of such power, authority or discretion by the Collateral Agent
itself.




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	11.	 	PLEDGOR’S OBLIGATIONS
	 
	11.1	 	The obligations and responsibilities of the Pledgor and the Collateral Rights shall not
be discharged, impaired or otherwise affected by:






	 	(a)	 	any winding-up, dissolution, liquidation, administration, rehabilitation or
re-organisation of or other change in the Pledgor or any other company, corporation,
partnership or other person;
	 
	 	(b)	 	any of the Obligations being at any time illegal, invalid, unenforceable or
ineffective;
	 
	 	(c)	 	any time or other indulgence being granted to the Pledgor or any other
company, corporation, partnership or other person;
	 
	 	(d)	 	any amendment, variation, waiver or release of any of the Obligations;






	 	(e)	 	any failure to take or failure to realise the value of any other collateral in
respect of the Obligations or any release, discharge, exchange or substitution of any
such collateral; or
	 
	 	(f)	 	any other act, event or omission which but for this provision would or might
operate to impair, discharge or otherwise affect the obligations of the Pledgor under
this Agreement.






	12.	 	EFFECTIVENESS OF COLLATERAL
	 
	12.1	 	The Security and the Collateral Rights shall be cumulative, in addition to and
independent of every other security which any Secured Party may at any time hold for the
Obligations or any rights, powers and remedies provided by law. No prior security held by any
Secured Party over the whole or any part of the Pledged Portfolio shall merge into the
Security.
	 
	12.2	 	This Agreement shall remain in full force and effect as a continuing arrangement
unless and until the Secured Parties discharge it and shall not cease by reason of any
intermediate payment or satisfaction of all or any of the Obligations or for any other reason:
however, if the obligations of the Pledgor under this Agreement cease to be continuing for any
reason, the liability of the Pledgor at the date of such cessation shall remain, regardless of
any subsequent increase or reduction in the Obligations.
	 
	12.3	 	No failure to exercise, nor any delay in exercising, on the part of any Secured
Party, any Collateral Right shall operate as a waiver, nor shall any single or partial
exercise of a Collateral Right prevent any further or other exercise of that or any other
Collateral Right.
	 
	12.4	 	No Secured Party shall be obliged to make any demand of the Pledgor, to take any
action or obtain judgment in any court against the Pledgor or to make or file any proof or
claim in a liquidation or insolvency of the Pledgor or to enforce or seek to enforce any other
security in respect of the Obligations before exercising any Collateral Right.




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	12.5	 	So long as the Pledgor is under any actual or contingent obligation in respect of
the Obligations, the Pledgor shall not exercise any right which it may at any time have, by
reason of the performance of its obligations under this Agreement, to be indemnified by any
Loan Party, claim any contribution from, any person or to take the benefit (whether by
subrogation or otherwise) of any right, entitlement, interest or remedy which the Collateral
Agent or any Beneficiary may hold in relation to the Obligations.
	 
	12.6	 	The Pledgor shall not accept or permit to subsist any collateral from any Loan Party
or any other person in respect of any rights the Pledgor may have arising out of this
Agreement: if, despite this provision, any such collateral shall be accepted or subsisting,
the Pledgor acknowledges that the Pledgor’s rights under such collateral shall be held on
trust for the Collateral Agent.
	 
	12.7	 	None of the Collateral Agent, its nominee(s) or Delegate appointed pursuant to this
Agreement shall be liable by reason of (i) taking any action permitted by this Agreement or
(ii) any neglect or default in connection with the Pledged Portfolio or (iii) the taking
possession or realisation of all or any part of the Pledged Portfolio, except to the extent
provided in the Principal Finance Documents.
	 
	13.	 	INDEMNITY
	 
	 	 	To the extent set out in Section 4.11 of the First Lien Intercreditor Agreement, the
Pledgor shall, notwithstanding any release or discharge of all or any part of the security,
indemnify the Collateral Agent, its agents, attorneys and any Delegate against any action,
proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may
sustain as a consequence of any breach by the Pledgor of the clauses 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 Pledged Portfolio.
	 
	14.	 	CURRENCY CONVERSION
	 
	 	 	For the purpose of or pending the discharge of any of the Obligations the Collateral
Agent may convert any money received, recovered or realised or subject to application by it
under this Agreement from one currency to another, as the Collateral Agent may think fit
(acting reasonably): and any such conversion shall be effected in accordance with the
Collateral Agent’s usual practice.
	 
	15.	 	APPLICATION OF MONEYS
	 
	 	 	All moneys received or recovered by the Collateral Agent shall to the extent permitted
under Japanese law be applied by the Collateral Agent (notwithstanding any purported
appropriation by the Pledgor) in accordance with the First Lien Intercreditor Agreement.
	 
	16.	 	ASSIGNMENT AND TRANSFER
	 
	16.1	 	The Pledgor may not assign or transfer any of its rights, benefits and/or obligations
under this Agreement without the prior written consent of the Collateral Agent (acting
pursuant to the First Lien Intercreditor Agreement).




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	16.2	 	Each Secured Party may assign and/or transfer all or any of its rights and
obligations under this Agreement to another party together with the Obligations to the extent
that they are permitted to assign and/or transfer the Obligations to that party in accordance
with the terms of the Loan Documents.
	 
	16.3	 	No sales of participations, other sales, assignments, transfers or other
dispositions of any agreement governing or instrument evidencing the Obligations or any
portion thereof or interest therein shall in any manner impair the security interest granted
to the Secured Parties hereunder.
	 
	17.	 	SUCCESSORS
	 
	 	 	This Agreement shall remain in effect despite any amalgamation or merger (however
effected) relating to the Collateral Agent and/or any Beneficiary; and references to the
Collateral Agent and/or any Beneficiary shall include any assignee or successor in title of
the Collateral Agent and/or any Beneficiary and any person who, under the laws of its
jurisdiction of incorporation or domicile, has assumed the rights and obligations of the
Collateral Agent and/or any such Beneficiary under this Agreement or to which, under such
laws, those rights and obligations have been transferred.
	 
	18.	 	PARTIAL INVALIDITY
	 
	 	 	If at any time, any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions of this Agreement, nor the legality,
validity or enforceability of such provision under the law of any other jurisdiction will in
any way be affected or impaired.
	 
	19.	 	CONSEQUENCES OF CRYSTALIZATION
	 
	 	 	Upon the occurrence of a Crystallization Event:






	 	(a)	 	the amount of the principal of the Obligations shall, for the purpose of this
Agreement only, be fixed at the outstanding principal amount of the Obligations as of
the date of the occurrence of such Crystallization Event; and
	 
	 	(b)	 	the blanket pledge created hereunder shall be deemed to be a crystallized
pledge (kakutei-shichi).






	20.	 	MISCELLANEOUS
	 
	20.1	 	All actions taken by the Collateral Agent, all rights and benefits granted to the
Collateral Agent and all covenants, representations and warranties made to the Collateral
Agent hereunder are taken, granted or made, as the case may be, for and on behalf of itself
and the Beneficiaries.
	 
	20.2	 	This Agreement may be executed in any number of counterparts, each of which shall be
an original and all of such counterparts taken together shall constitute one and the same
instrument.




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	20.3	 	This Agreement is executed in, and the governing language shall be, English. Any
translation in any other language shall have no legal effect.
	 
	21.	 	GOVERNING LAW AND JURISDICTION
	 
	21.1	 	Governing Law
	 
	 	 	This
Agreement is governed by and interpreted in accordance with the laws of Japan.

	 
	21.2	 	Jurisdiction     






	 	(a)	 	The Tokyo District Court, to which each of the parties irrevocably submits,
has exclusive jurisdiction to settle any dispute arising out of or in connection with
this Agreement (including a dispute regarding the existence, validity or termination of
this Agreement).
	 
	 	(b)	 	This Clause 21.2 is for the benefit of the Collateral Agent and the
Beneficiaries only. As a result, neither the Collateral Agent nor any Beneficiary
shall be prevented from taking proceedings in relation to any dispute arising in
relation to this Agreement in any other courts with jurisdiction.




IN WITNESS WHEREOF the parties hereto have caused their authorised representative to execute this
Agreement on the date specified above.









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Collateral Agent



THE BANK OF NEW YORK MELLON




	 	 	 	 	 

	By:  


	/s/ Maksim Genkin
 

	 	 
	

	Name: 	
MAKSIM GENKIN	 	 
	 

	Title:	ASSISTANT TREASURER	 	 






Blanket Security Over Shares Agreement (Closure Systems International (Holdings) Japan KK Shares)







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Beneficiaries



THE BANK OF NEW YORK MELLON as Collateral Agent for and on behalf of each of the Beneficiaries




	 	 	 	 	 

	By:  


	/s/ Maksim Genkin
 


	 	 
	 

	Name: 	MAKSIM GENKIN	 	 
	 

	Title:	ASSISTANT TREASURER	 	 






Blanket Security Over Shares Agreement (Closure Systems International (Holdings) Japan KK Shares)







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Pledgor



CLOSURE SYSTEMS INTERNATIONAL B.V.




	 	 	 	 	 

	By:  


	/s/ Philip West
 


	 	 
	 

	Name: 	PHILIP WEST	 	 
	 

	Title: 	ATTORNEY	 	 





Blanket Security Over Shares Agreement (Closure Systems International (Holdings) Japan KK Shares)





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