exv4w80





EXHIBIT 4.80




BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.




AS PLEDGOR



AND



THE BANK OF NEW YORK MELLON



AS COLLATERAL AGENT



 





PLEDGE OVER SHARES AGREEMENT



(BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À.R.L.)



 




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 OVER PLEDGED PORTFOLIO

	 	 	4	 
	3. VOTING RIGHTS AND DIVIDENDS

	 	 	5	 
	4. PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS

	 	 	5	 
	5. POWER OF ATTORNEY

	 	 	6	 
	6. REMEDIES UPON DEFAULT

	 	 	6	 
	7. EFFECTIVENESS OF COLLATERAL

	 	 	7	 
	8. INDEMNITY

	 	 	9	 
	9. DELEGATION

	 	 	9	 
	10. RIGHTS OF RECOURSE

	 	 	9	 
	11. PARTIAL ENFORCEMENT

	 	 	10	 
	12. COSTS AND EXPENSES

	 	 	10	 
	13. CURRENCY CONVERSION

	 	 	10	 
	14. NOTICES

	 	 	10	 
	15. SUCCESSORS

	 	 	10	 
	16. AMENDMENTS AND PARTIAL INVALIDITY

	 	 	11	 
	17. LAW AND JURISDICTION

	 	 	11	 






 









 





THIS PLEDGE AGREEMENT has been entered into on 5 November 2009




BETWEEN





	(1)	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a société anonyme incorporated under
Luxembourg law with registered office at 6C, Parc d’Activités Syrdall, L-5365 Munsbach,
Grand-duchy of Luxembourg registered with the Luxembourg register of commerce and companies
under the number B128.592 (the “Pledgor”); and






	(2)	 	THE BANK OF NEW YORK MELLON, acting for itself and as collateral agent as appointed
under the First Lien Intercreditor Agreement (as defined below) for the benefit of the Secured
Parties (as defined below), together with its successors and permitted assigns in such
capacity (the “Collateral Agent”);





IN THE PRESENCE OF





	(3)	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À.R.L. , a société à responsabilité
limitée incorporated under Luxembourg law with registered office at 6C, Parc d’Activités
Syrdall, L-5365 Munsbach, Grand-duchy of Luxembourg registered with the Luxembourg register of
commerce and companies under the number B128.135 and having a share capital of EUR 404.969.325
(the “Company”).





WHEREAS:





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






	(B)	 	Pursuant to an indenture (the “Senior Secured Note Indenture”) dated on or about the date
hereof and entered into between the Issuers (as defined below), the Note Guarantors (as
defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer
agent and registrar, as amended, extended, restructured, renewed, refunded, novated,
supplemented, restated, replaced or modified from time to time, certain notes have been issued
by the Issuers.






	(C)	 	On or about the date hereof, 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 defined below), entered into an intercreditor
agreement (the “First Lien Intercreditor Agreement”) as amended, novated, supplemented,
restated or modified from time to time.






	(D)	 	As a condition precedent to any borrowing under the Credit Agreement and the Senior Secured
Note Indenture, the Pledgor has agreed, for the payment and discharge of and




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	 	 	as security for all of the Secured Obligations as defined herein, to enter into this pledge
agreement (the “Pledge Agreement”) which the Pledgor declares to be in its best corporate
interest.





IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Unless defined in this Pledge 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 Pledge Agreement.
	 
	1.2	 	In this Pledge Agreement:
	 
	 	 	“Applicable Representative” has the meaning ascribed to such term in the First Lien
Intercreditor 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.
	 
	 	 	“Business Day” has the meaning ascribed to such term in the Credit Agreement.
	 
	 	 	“Event of Default” shall mean an “Event of Default” under, and as defined in, the First Lien
Intercreditor Agreement.
	 
	 	 	“Financial Collateral Law” means the Luxembourg law of 5 August 2005 on financial collateral
arrangements.
	 
	 	 	“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.
	 
	 	 	“Legal Reservations” has the meaning ascribed to such term in the Credit 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).




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	 	 	“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 (including the proceeds from any sale of
the Shares following an enforcement of this Pledge and, in particular, any proceeds that may
not immediately be used to discharge Secured Obligations) in respect of or derived from the
Shares (whether by way of redemption, liquidation, bonus, preference, option, substitution,
conversion or otherwise) except to the extent these constitute Shares.
	 
	 	 	“Rights of Recourse” means all and any rights, actions and claims the Pledgor may have
against any Loan Party or any other person having granted security or given a guarantee for
the Secured Obligations, arising under or pursuant to the enforcement of the present Pledge
including, in particular, the Pledgor’s right of recourse against any such entity under the
terms of Article 2028 et seq. of the Luxembourg Civil Code (including, for the avoidance of
doubt, any right of recourse prior to enforcement), or any right of recourse by way of
subrogation or any other similar right, action or claim under any applicable law.
	 
	 	 	“Secured 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 Parties
(or any of them) under each or any of the Loan Documents (including, for the avoidance of
doubt, any liability in respect of any further advances made under the Loan Documents or
resulting from an amendment or an increase of the principal amount of the Facilities),
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.
	 
	 	 	“Shares” means all of the shares (“parts sociales”) in the share capital of the Company held
by, to the order or on behalf of the Pledgor at any time, including for the avoidance of
doubt any shares which shall be issued by the Company to the Pledgor from time to time,
regardless of the reason of such issuance, whether by way of substitution, replacement,
dividend or in addition to the shares held on the date hereof, whether following an exchange,
division, free attribution, contribution in kind or in cash or for any other reason (the
“Future Shares”), in which case such Future Shares shall immediately be and become subject to
the security interest created hereunder.
	 
	 	 	“Secured Parties” shall mean the “Secured Parties” under, and as defined in, the First Lien
Intercreditor Agreement.
	 
	1.3	 	This Pledge Agreement is subject to the terms of the Intercreditor Arrangements. In
the event of a conflict between the terms of this Agreement and the Intercreditor
Arrangements, the terms of the Intercreditor Arrangements will prevail.




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	1.4	 	In this Pledge Agreement, any reference to (a) a “Clause” is, unless otherwise
stated, a reference to a Clause hereof and (b) to any agreement (including this Pledge
Agreement, the First Lien Intercreditor Agreement, the Credit Agreement or any other Loan
Document) is a reference to such agreement as amended, varied, modified or supplemented
(however fundamentally) from time to time. Clause headings are for ease of reference only.
	 
	1.5	 	This Pledge Agreement may be executed in any number of counterparts and by way of
facsimile exchange of executed signature pages, all of which together shall constitute one and
the same Pledge Agreement.
	 
	2.	 	PLEDGE OVER PLEDGED PORTFOLIO
	 
	2.1	 	The Pledgor pledges the Pledged Portfolio in favour of the Collateral Agent, acting
for itself and as collateral agent for the benefit of the Secured Parties, who accepts, as
first-priority security (gage) (the “Pledge”) for the due and full payment and discharge of
all of the Secured Obligations.
	 
	2.2	 	The Pledgor and the Collateral Agent request the Company and the Company, by signing
hereunder for acceptance, undertakes to register the Pledge in its register of shareholders
and to provide to the Collateral Agent a certified copy of the register of shareholders
evidencing such registration on the date hereof.
	 
	2.3	 	The following wording shall be used for the registration:
	 
	 	 	“All shares in the Company owned from time to time by BEVERAGE PACKAGING HOLDINGS
(LUXEMBOURG) I S.A., and, in particular, the 16,198,773 Shares owned on the date of the
present registration with registration number 1 to 16,198,773, have been pledged in favour of
THE BANK OF NEW YORK MELLON acting for itself and as collateral agent for the benefit of the
secured parties pursuant to a pledge agreement dated [date].”
	 
	2.4	 	The Pledgor and the Collateral Agent request the Company and the Company, by signing
hereunder for acceptance, undertakes to provide to the Collateral Agent a certified copy of
the register of shareholders evidencing the issuance and/or the registration of any Future
Shares promptly following the date of such issuance.
	 
	2.5	 	The following wording shall be used for the registration:
	 
	 	 	“All shares in the Company owned from time to time by BEVERAGE PACKAGING HOLDINGS
(LUXEMBOURG) I S.A., and, in particular, the (number) Shares owned on the date of the
present registration with registration number [...] to [...], have been pledged in favour of
THE BANK OF NEW YORK MELLON acting for itself and as collateral agent for the benefit of the
secured parties pursuant to a pledge agreement dated [date].”
	 
	2.6	 	Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises
and empowers the Collateral Agent to take or to cause any formal steps to be taken by the
directors or other officers of the Company for the purpose of perfecting the present Pledge,
if the Pledgor has failed to comply with any such perfection steps with 10




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	 	 	Business Days of being notified of that failure and, for the avoidance of doubt, subject to
the terms of the Agreed Security Principles, undertakes to take any such steps itself if so
directed by the Collateral Agent. In particular, should any such steps be required in
relation to Future Shares, the Pledgor undertakes to take any such steps simultaneously to
the issuance or receipt of Future Shares.
	 
	2.7	 	The Pledgor and the Security Trustee hereby give power to any member of the board of
managers of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer
or director of MAS Luxembourg, with full power of substitution, to register the Pledge or the
issuance of any further Shares in the register of shareholders of the Company.
	 
	2.8	 	The Pledgor undertakes that during the subsistence of this Pledge Agreement it will
not grant any pledge with lower rank without the prior approval of the Collateral Agent except
as contemplated under the Principal Finance Documents.
	 
	3.	 	VOTING RIGHTS AND DIVIDENDS
	 
	3.1	 	As long as this Pledge Agreement remains in force and unless an Event of Default has
occurred and is continuing, the Pledgor shall be entitled to receive all dividends, subject to
the terms of and to the extent permitted by the Loan Documents. Following the occurrence of an
Event of Default and provided that such Event of Default is continuing, the Collateral Agent
shall be entitled to receive all dividends (subject to terms of the Principal Finance
Documents) and to apply them in accordance with the terms of the Loan Documents.
	 
	3.2	 	Unless an Event of Default has occurred and is continuing, the Pledgor shall be
entitled to exercise all voting rights attached to the Shares and exercise all other rights
and powers in respect of the Shares in a manner which does not (i) adversely affect the
validity or enforceability of this Pledge or cause an Event of Default to occur. Following the
occurrence of an Event of Default and provided that such Event of Default is continuing, the
Pledgor shall not, without the prior written consent of the Collateral Agent, exercise any
voting rights or otherwise in relation to the Shares.
	 
	3.3	 	The Collateral Agent shall be entitled (but not obliged to), following the occurrence
of an Event of Default and provided that such Event of Default is continuing, to exercise the
voting rights attached to the Shares in accordance with the provisions of Article 9 of the
Financial Collateral Law in any manner the Collateral Agent deems fit. The Pledgor shall do
whatever is necessary in order to ensure that the exercise of the voting rights in these
circumstances is facilitated and becomes possible for the Collateral Agent, including the
issuing of a written proxy in any form or any other document that the Collateral Agent may
require for the purpose of exercising the voting rights.
	 
	4.	 	PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS
	 
	4.1	 	The Pledgor hereby represents to the Collateral Agent that, as of the date hereof,
except as permitted under the Principal Finance Documents,:






	 	4.1.1	 	the Shares represent the entire issued share capital of the Company;




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	 	4.1.2	 	the Company has not declared any dividends in respect of the Shares that are
still unpaid at the date hereof;
	 
	 	4.1.3	 	it has not sold or disposed of all or any of its rights, title and interest
in the Pledged Portfolio; and
	 
	 	4.1.4	 	confirms to the Collateral Agent the representations contained in Section
3.02, 3.03 and 3.19 of the Credit Agreement.






	4.2	 	Unless permitted by the terms of the Principal Finance Documents, except with the
Collateral Agent’s prior written consent, the Pledgor shall not:






	 	4.2.1	 	sell or otherwise dispose of all or any of the Shares or of its rights,
title and interest in the Pledged Portfolio; or
	 
	 	4.2.2	 	create, grant or permit to exist (a) any encumbrance or security interest
over or (b) any restriction on the ability to transfer or realise all or any part of
the Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and
privileges arising mandatorily by law).






	4.3	 	The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during
the subsistence of this Pledge Agreement:






	 	4.3.1	 	it shall cooperate with the Collateral Agent and sign or cause to be signed
all such further documents and take all such further action as the Collateral Agent may
from time to time reasonably request to perfect and protect this Pledge or to exercise
its rights under this Pledge Agreement;
	 
	 	4.3.2	 	as shareholder of the Company, it shall act in good faith, unless otherwise
permitted under the Principal Finance Documents, to maintain and exercise its rights in
the Company, and in particular shall not knowingly take any steps nor do anything which
would adversely affect the existence of the security interest created hereunder; and
	 
	 	4.3.3	 	without prejudice to Clause 3 (Voting Rights and Dividends), to inform the
Collateral Agent of any meeting of the shareholders, as well as of the agenda thereof
if, in each case, such agenda or meeting would materially and adversely affect the
security interest created under this Pledge Agreement and, in particular, of any
intention to increase the share capital of the Company and/or to issue new shares.






	5.	 	POWER OF ATTORNEY
	 
	5.1	 	The Pledgor irrevocably appoints the Collateral Agent to be its attorney and in its
name and on its behalf to execute, deliver and perfect all documents and do all things that
the Collateral Agent may consider to be requisite for (a) carrying out any obligation imposed
on the Pledgor under this Pledge Agreement or (b) exercising any of the rights conferred on
the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, it being
understood that the enforcement of the pledge over the Pledged Portfolio must be carried out
as described in Clause 6 (Remedies upon Default) hereunder. The powers




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	 	 	under this Clause 5.1 shall only be exercised upon the occurrence of an Event of Default and
provided that such Event of Default is continuing, or if the Pledgor has failed to comply
with a further assurance or any perfection obligations hereunder within 10 Business Days of
being notified of that failure.
	 
	5.2	 	The Pledgor shall ratify and confirm all things done and all documents executed by
the Collateral Agent in the exercise of that power of attorney.
	 
	5.3	 	the Collateral Agent shall not be obliged to exercise the powers conferred upon it by
the Pledgor under this Clause 5.1 unless and until it shall have been (a) instructed to do so
by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its
satisfaction.
	 
	6.	 	REMEDIES UPON DEFAULT
	 
	6.1	 	Upon the occurrence of an Event of Default and provided that such Event of Default is
continuing, the Collateral Agent shall be entitled to realise the Pledged Portfolio in the
most favourable manner provided for by Luxembourg law and in particular the Financial
Collateral Law and may, in particular, but without limitation,






	 	6.1.1	 	appropriate the Pledged Portfolio in which case the Pledged Portfolio will
be valued at its fair value, as determined by an independent expert appointed by the
Collateral Agent, to the extent possible among the members of the Institut
Luxembourgeois des réviseurs d’entreprises or, if no such appointment can be made or no
valuation can be obtained within a reasonable time, by the Collateral Agent in its
commercially reasonable discretion. The Collateral Agent may appoint a qualified third
party to make (or to assist the Collateral Agent in making) such valuation;
	 
	 	6.1.2	 	sell the Pledged Portfolio in a private sale at normal commercial terms
(conditions commerciales normales), or in a sale organised by a stock exchange (to be
chosen by the Collateral Agent), or in a public sale (organised at the discretion of
the Collateral Agent and which, for the avoidance of doubt, does not need to be made by
or within a stock exchange);
	 
	 	6.1.3	 	request a judicial decision that the Pledged Portfolio shall be attributed
to the Collateral Agent in discharge of the Secured Obligations following a valuation
of the Pledged Portfolio made by a court appointed expert; or
	 
	 	6.1.4	 	proceed to a set off between the Secured Obligations and the Pledged
Portfolio.






	6.2	 	The Collateral Agent shall apply the proceeds of the sale in paying the costs of that
sale or disposal and in or towards the discharge of the Secured Obligations, in accordance
with the terms of the Loan Documents.
	 
	7.	 	EFFECTIVENESS OF COLLATERAL
	 
	7.1	 	The Pledge shall be a continuing security and shall not be considered as satisfied or
discharged or prejudiced by any intermediate payment, satisfaction or settlement of any




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	 	 	part of the Secured Obligations and shall remain in full force and effect until it has been
discharged in accordance with Clause 7.2 of this Pledge Agreement.
	 
	7.2	 	The security constituted by this Pledge Agreement shall be released and cancelled (a)
by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations
being irrevocably paid or discharged in full and none of the Secured Parties being under any
further actual or contingent obligation to make advances or provide other financial
accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in
accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
	 
	7.3	 	The Pledge shall be cumulative, in addition to, and independent of every other
security which the Collateral Agent and the Secured Parties may at any time hold as security
for the Secured Obligations or any rights, powers and remedies provided by law and shall not
operate so as in any way to prejudice or affect or be prejudiced or affected by any security
interest or other right or remedy which the Collateral Agent and the Secured Parties may now
or at any time in the future have in respect of the Secured Obligations.
	 
	7.4	 	This Pledge shall not be prejudiced by any time or indulgence granted to any person,
or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or
enforcing any security interest or rights or remedies that the Collateral Agent or the Secured
Parties may now or at any time in the future have from or against the Pledgor or any other
person.
	 
	7.5	 	No failure on the part of the Collateral Agent or the Secured Parties to exercise, or
delay on its part in exercising, any of its rights under this Pledge Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right preclude any
further or other exercise of that or any other rights.
	 
	7.6	 	Neither the obligations of the Pledgor contained in this Pledge Agreement nor the
rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this
Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or
otherwise affected by:






	 	7.6.1	 	any amendment to, or any variation, waiver or release of, any Secured
Obligation or of the obligations of any Loan Parties under any other Loan Documents;
	 
	 	7.6.2	 	any failure to take, or fully to take, any security contemplated by the Loan
Documents or otherwise agreed to be taken in respect of the Secured Obligations;
	 
	 	7.6.3	 	any failure to realise or fully to realise the value of, or any release,
discharge, exchange or substitution of, any security taken in respect of the Secured
Obligations; or
	 
	 	7.6.4	 	any other act, event or omission which, but for this Clause 7.5, might
operate to discharge, impair or otherwise affect any of the obligations of the Pledgor
contained in this Pledge Agreement, the rights, powers and remedies conferred




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	 	 	 	upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the
Pledge or by law.






	7.7	 	For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now
or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
	 
	7.8	 	Subject to the terms of the Principal Finance Documents, neither the Collateral
Agent, nor the Secured Parties or any of their agents shall be liable by reason of (a) taking
any action permitted by this Pledge Agreement or (b) any neglect or default in connection with
the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio,
except in the case of bad faith, gross negligence or wilful misconduct upon their part.
	 
	8.	 	INDEMNITY
	 
	 	 	To the extent set out in Section 4.11 of the First Lien Intercreditor Agreement, the Pledgor
shall, notwithstanding any release or discharge of all or any part of the security, indemnify
the Collateral Agent, its agents, its attorneys and any delegate against any action,
proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may
sustain as a consequence of any breach by the Pledgor of the provisions of this Pledge
Agreement, the exercise or purported exercise of any of the rights and powers conferred on
them by this Pledge Agreement or otherwise relating to the Pledged Portfolio.
	 
	9.	 	DELEGATION
	 
	 	 	Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by
Luxembourg law), each of the Collateral Agent shall have full power to delegate (either
generally or specifically) the powers, authorities and discretions conferred on it by this
Pledge 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.
	 
	10.	 	RIGHTS OF RECOURSE
	 
	10.1	 	For as long as the Secured Obligations are outstanding and have not been
unconditionally and irrevocably paid and discharged in full or the Collateral Agent or the
Secured Parties have any obligations under the Loan Documents, the Pledgor shall not exercise
any Rights of Recourse, arising for any reason whatsoever, by any means whatsoever (including
for the avoidance of doubt, by way of provisional measures such as provisional attachment
(“saisie-arrêt conservatoire”) or by way of set-off.
	 
	10.2	 	The Pledgor irrevocably agrees to waive its Rights of Recourse if the relevant
person against whom the Rights of Recourse are to be exercised has come under the direct or
indirect control of the Collateral Agent or the Secured Parties or any third party following
or in connection with, the enforcement of any security granted in connection with the Secured
Obligations.




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	10.3	 	Without prejudice to Clause 10.1 above, this Clause shall remain in full force and
effect notwithstanding any discharge, release or termination of this Pledge (whether or not in
accordance with Clause 7.1 of this Pledge Agreement).
	 
	11.	 	PARTIAL ENFORCEMENT
	 
	 	 	Subject to Clause 6 (Remedies upon Default), the Collateral Agent shall be entitled to
request enforcement of all or part of the Pledged Portfolio in its most absolute discretion.
No action, choice or absence of action in this respect, or partial enforcement, shall in any
manner affect the Pledge created hereunder over the Pledged Portfolio, as it then shall be
(and in particular those Shares which have not been subject to enforcement). The Pledge shall
continue to remain in full and valid existence until enforcement, discharge or termination
hereof, as the case may be.
	 
	12.	 	COSTS AND EXPENSES
	 
	 	 	Section 9.05 (Expenses, Indemnity) of the Credit Agreement applies to this Agreement.
	 
	13.	 	CURRENCY CONVERSION
	 
	 	 	Without prejudice to the terms of the Loan Documents, for the purpose of, or pending the
discharge of, any of the Secured Obligations the Collateral Agent may convert any money
received, recovered or realised or subject to application by it under this Pledge Agreement
from one currency to another, as the Collateral Agent (acting reasonably) may think fit and
any such conversion shall be effected at the Collateral Agent’s spot rate of exchange for the
time being for obtaining such other currency with the first currency.
	 
	14.	 	NOTICES
	 
	 	 	Any notice or demand to be served by one person on another pursuant to this Pledge Agreement
shall be served in accordance with the provisions of the First Lien Intercreditor Agreement.
	 
	15.	 	SUCCESSORS
	 
	15.1	 	This Pledge Agreement shall remain in effect despite any amalgamation or merger
(however effected) relating to the Secured Parties or the Collateral Agent, and references to
the Secured Parties or the Collateral Agent shall be deemed to include any assignee or
successor in title of the Secured Parties or the Collateral Agent and any person who, under
any applicable law, has assumed the rights and obligations of the Secured Parties or the
Collateral Agent hereunder or to which under such laws the same have been transferred or
novated or assigned in any manner.
	 
	15.2	 	For the purpose of Articles 1278 et seq. of the Luxembourg Civil Code and any other
relevant legal provisions, to the extent required under applicable law and without prejudice
to any other terms hereof or of any other Loan Documents and in particular Clause 15.1 hereof,
the Secured Parties and the Collateral Agent hereby expressly reserve




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	 	 	and the Pledgor agrees to the preservation of this Pledge and the security interest created
thereunder in case of assignment, novation, amendment or any other transfer of the Secured
Obligations or any other rights arising under the Loan Documents.
	 	 	 
	15.3	 	To the extent a further notification or registration or any other step is required
by law to give effect to the above, such further registration shall be made and the Pledgor
hereby gives power of attorney to the Collateral Agent to make any notifications and/or to
require any required registrations to be made in the register of shareholders of the Company,
or to take any other steps, and undertakes to do so itself if so requested by the Collateral
Agent.
	 
	16.	 	AMENDMENTS AND PARTIAL INVALIDITY
	 
	16.1	 	Changes to this Pledge Agreement and any waiver of rights under this Pledge
Agreement shall require written form.
	 
	16.2	 	If any provision of this Pledge Agreement is declared by any judicial or other
competent authority to be void or otherwise unenforceable, that provision shall be severed
from this Agreement and the remaining provisions of this Pledge Agreement shall remain in full
force and effect. The Pledge Agreement shall, however, thereafter be amended by the parties in
such reasonable manner so as to achieve, without illegality, the intention of the parties with
respect to that severed provision.
	 
	17.	 	LAW AND JURISDICTION
	 
	 	 	This Pledge Agreement shall be governed by Luxembourg law and the courts of Luxembourg-City
shall have exclusive jurisdiction to settle any dispute which may arise from or in connection
with it.
	 
	 	 	This Pledge Agreement has been duly executed by the parties in three originals.




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SIGNATURE PAGE — PLEDGE OVER SHARES IN BPH III




The Collateral Agent




THE BANK OF NEW YORK MELLON



Duly represented by




	 	 	 	 	 
	 	 	 
	 	/s/ Paul Cattermole
 	 
	 	Name:  	Paul Cattermole 	 
	 	Title:  	Vice President 	 
	 


The Pledgor 




BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.



Duly represented by




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


By signing hereunder for acceptance, the Company acknowledges and accepts the existence of this
Pledge Agreement and security interest created hereunder over the Pledged Portfolio for the
purposes of the Financial Collateral Law, takes notice of the terms hereof, in particular
acknowledges and accepts the rights granted to the Collateral Agent pursuant to Clause 3.3 hereof,
undertakes to duly register forthwith this Pledge in its register of shareholders and to provide
the Collateral Agent with a certified copy of the register, evidencing the registration of the
present pledge on the date hereof.




The Company




BEVERAGE
PACKAGING HOLDINGS (LUXEMBOURG) III S.À.R.L.



Duly represented by




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




SIGNATURE PAGE