exv4w110






EXHIBIT
4.110





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.




DATED 2 DECEMBER 2009




CLOSURE SYSTEMS INTERNATIONAL B.V.

AS THE CHARGOR



IN FAVOUR OF



THE BANK OF NEW YORK MELLON

AS THE COLLATERAL AGENT



 





SECURITY OVER SHARES AGREEMENT



 





 









 





CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions And Interpretation
	 	 	1	 
	2. Covenant To Pay And Charge
	 	 	4	 
	3. Deposit Of Certificates, Related Rights And Release
	 	 	4	 
	4. Voting Rights And Dividends
	 	 	5	 
	5. Chargor’s Undertakings
	 	 	6	 
	6. Further Assurance
	 	 	7	 
	7. Power Of Attorney
	 	 	8	 
	8. Security Enforcement
	 	 	8	 
	9. Receivers And Administrators
	 	 	10	 
	10. Effectiveness Of Collateral
	 	 	12	 
	11. Delegation
	 	 	14	 
	12. Indemnity And Interest
	 	 	14	 
	13. Application Of Proceeds
	 	 	15	 
	14. Other Lien
	 	 	15	 
	15. Suspense Accounts And Currency Indemnity
	 	 	16	 
	16. Assignment
	 	 	16	 
	17. Waivers And Counterparts
	 	 	17	 
	18. Law
	 	 	17	 
	19. Enforcement
	 	 	17	 






 









 





THIS AGREEMENT is made by way of deed on 2 December 2009




BETWEEN





	(1)	 	CLOSURE SYSTEMS INTERNATIONAL B.V. a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The
Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and
its registered address at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, Chamber
of Commerce registration number 34291082 (the “Chargor”); and
	 
	(2)	 	BANK OF NEW YORK MELLON as collateral agent for the Secured Parties as appointed
under the First Lien Intercreditor Agreement (the “Collateral Agent”).





RECITALS:





	(A)	 	Further to the Credit Agreement (as defined below) certain lenders and financial
institutions agree to make available to the borrowers therein certain facilities (the
“Facilities”) on the terms set out in the Credit Agreement.
	 
	(B)	 	Further to the Senior Secured Note Indenture (as defined below), the Issuers (as
defined below) intend to issue certain notes (the “Notes”).
	 
	(C)	 	The Chargor intends to provide security in respect of the Facilities and the
Notes.
	 
	(D)	 	It is intended by the parties to this Agreement that this document will take
effect as a deed despite the fact that a party may only execute this Agreement under hand.
	 
	(E)	 	The Collateral Agent is acting under and holds the benefit of the rights
conferred upon it in this Agreement on trust for the Secured Parties.




IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions






	 	 	In this Agreement:
	 
	 	 	“Additional Agreement” has the meaning given to that 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.
	 
	 	 	“Applicable Representative” has the meaning given to that term in the First Lien
Intercreditor Agreement.
	 
	 	 	“Charged Portfolio” means the Shares and the Related Assets.




 









 






	 	 	“CLP” means the Conveyancing and Law of Property Act (Cap. 220) of the British Virgin
Islands.
	 
	 	 	“Collateral Rights” means all rights, powers and remedies of the Collateral Agent provided by
or pursuant to this Agreement or by law.
	 
	 	 	“Credit Agreement” means 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 AG (formerly known as Credit Suisse), as administrative
agent, as amended, extended, restructured, renewed, novated, supplemented, restated,
refunded, replaced or modified from time to time.
	 
	 	 	“Delegate” means a delegate or sub-delegate appointed pursuant to Clause 11 (Delegation) of
this Agreement.
	 
	 	 	“Enforcement Event” means an “Event of Default” under, and as defined in, the First Lien
Intercreditor Agreement.
	 
	 	 	“First Lien Intercreditor Agreement” means 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 AG (formerly known as Credit Suisse), as
administrative agent under the Credit Agreement, and the Loan Parties, as amended, novated,
supplemented, restated 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” means the “Issuers” under, and as defined in, the Senior Secured Note Indenture,
including their successors in interest.
	 
	 	 	“Lien” has the meaning given to such term in the First Lien Intercreditor Agreement.
	 
	 	 	“Loan Documents” means 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” means the “Grantors” under, and as defined in, the First Lien Intercreditor
Agreement.
	 
	 	 	“Loan Parties’ Agent” means Reynolds Group Holdings Limited (formerly known as Rank Group
Holdings Limited).
	 
	 	 	“Principal Finance Documents” means the Credit Agreement, the Senior Secured Note Indenture,
the Intercreditor Arrangements and any Additional Agreement.




 









 






	 	 	“Receiver” means a receiver or receiver and manager or, where permitted by law, an
administrative receiver of the whole or any part of the Charged Portfolio and that term will
include any appointee made under a joint and/or several appointment.
	 
	 	 	“Related Assets” means all dividends, interest and other monies at any time payable at any
time 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) held by, to the order or on behalf of the Chargor at
any time.
	 
	 	 	“Secured Liabilities” means, subject to the proviso below, 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 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
documents evidencing or securing any such liabilities, provided always that no obligations
shall be included in this definition of “Secured Liabilities” 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 2:207c 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 “Secured
Liabilities”, would not constitute a violation of the Prohibition.
	 
	 	 	“Secured Parties” means the “Secured Parties” under, and as defined in, the First Lien
Intercreditor Agreement.
	 
	 	 	“Senior Secured Note Indenture” means 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 all of the shares in the capital of CSI Latin American Holdings Corporation, a
company incorporated under the laws of the British Virgin Islands with company number 146057
and with a registered office at Romasco Place, Wickhams Cay 1, P.O. Box 3140, Road Town,
Tortola, British Virgin Islands held by, to the order or on behalf of the Chargor at any
time.
	 
	1.2	 	Terms defined in the First Lien Intercreditor Agreement
	 
	 	 	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 or any notice given
under or in connection with this Agreement.
	 
	1.3	 	Construction
	 
	(a)	 	The rules of interpretation contained in the First Lien Intercreditor Agreement
will apply as if incorporated in this Agreement or in any notice given under or in connection
with this Agreement, as if all references in such Clauses to the First Lien Intercreditor
Agreement were a reference to this Agreement or such notice; and




 









 






	(b)	 	This 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.
	 
	2.	 	COVENANT TO PAY AND CHARGE
	 
	2.1	 	Covenant to Pay
	 
	 	 	The Chargor covenants with the Collateral Agent that it shall discharge each of the Secured
Liabilities on their due date in accordance with their respective terms.
	 
	2.2	 	Further advances
	 
	(a)	 	Subject to the terms of the Loan Documents, each Lender (as defined in the Credit
Agreement) is under an obligation to make further Loans (as defined in the Credit Agreement)
to the Loan Parties and that obligation will be deemed to be incorporated into this Agreement
as if set out in this Agreement.
	 
	(b)	 	Subject to the terms of the Loan Documents, each Issuer may issue further Notes
(as defined in the Senior Secured Notes Indenture) to the Loan Parties and that obligation
will be deemed to be incorporated into this Agreement as if set out in this Agreement.
	 
	2.3	 	Charge
	 
	 	 	The Chargor charges the Charged Portfolio by way of first fixed charge, in favour of the
Collateral Agent, as continuing security for the payment and discharge of the Secured
Liabilities.
	 
	3.	 	DEPOSIT OF CERTIFICATES, RELATED RIGHTS AND RELEASE
	 
	3.1	 	Deliverables
	 
	 	 	The Chargor shall, on the date of this Agreement, deliver, or cause to be delivered, to the
Collateral Agent:






	 	(a)	 	a duly executed, undated instrument of transfer in writing in respect of
the Shares in favour of the Collateral Agent or its nominees substantially in the form
set out in Schedule 1;






	 	(b)	 	all share certificates representing the Shares;






	 	(c)	 	an executed but undated irrevocable proxy made in respect of the Shares in
favour of the Collateral Agent in respect of all general meetings of CSI Latin American
Holdings Corporation substantially in the form set out in Schedule 2;






	 	(d)	 	executed but undated letters of resignation and release together with
letters of authority to date the same from each of the directors and officers of CSI
Latin American Holdings Corporation substantially in the form set out in Schedule 3;
and






	 	(e)	 	an undertaking from CSI Latin American Holdings Corporation to register
transfers of the Shares to the Collateral Agent or its nominee substantially in the
form set out in Schedule 4.




 









 












	3.2	 	Change of Director
	 
	 	 	The Chargor will deliver, or cause to be delivered, to the Collateral Agent promptly on the
appointment of any director, alternate director or officer of CSI Latin American Holdings
Corporation, the letters referred to in Clause 3.1(d) (Deliverables) above in respect of that
director, alternate director or officer.
	 
	3.3	 	Related Assets
	 
	 	 	The Chargor shall, promptly upon the accrual, offer or issue of any stocks, shares, warrants
or other securities in respect of or derived from the Shares, procure the delivery to the
Collateral Agent of (a) all certificates and other documents of title representing such items
and (b) such duly executed blank stock transfer forms or other instruments of transfer in
respect thereof as the Collateral Agent may reasonably request.
	 
	3.4	 	Dating of Documents
	 
	 	 	The Collateral Agent shall not be entitled to date and complete the undated documents
delivered pursuant to Clauses 3.1 (Deliverables) to 3.3 (Related Assets) above unless the
security created by or pursuant to this Agreement is enforceable in accordance with Clause 8
(Security Enforcement).
	 
	3.5	 	Release
	 
	 	 	The security constituted by this Agreement shall be released, reassigned and cancelled:






	 	(a)	 	by the Collateral Agent (acting on the instructions of the Applicable
Representative) at the request and cost of the Chargor, upon the Secured Liabilities
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 Chargor 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
British Virgin Islands law).






	4.	 	VOTING RIGHTS AND DIVIDENDS
	 
	4.1	 	Voting rights and dividends before an Enforcement Event
	 
	 	 	If an Enforcement Event is not continuing, the Chargor shall:






	 	(a)	 	be entitled to all dividends, interest and other monies or distributions
arising from the Charged Portfolio to the extent the same are permitted to be paid under
the Principal Finance Documents; and
	 
	 	(b)	 	be entitled to exercise all voting rights in relation to the Charged
Portfolio provided that the Chargor shall not exercise (and shall procure that any
nominee acting on its behalf does not exercise) such voting rights in any manner, or
otherwise permit or agree to any (a) variation of the rights attaching to or conferred
by any of the Shares or (b) increase




 









 






	 	 	 	in the issued share capital of CSI Latin American
Holdings Corporation, which would adversely affect the validity or enforceability of the
security created by this Agreement or which would cause the occurrence of an Enforcement
Event.






	4.2	 	Voting rights and dividends after an Enforcement Event
	 
	 	 	If an Enforcement Event has occurred and is continuing, the Collateral Agent may, at its
discretion, (in the name of the Chargor or otherwise and without any further consent or
authority from the Chargor):






	 	(a)	 	exercise (or refrain from exercising) any voting rights in respect of the
Charged Portfolio;
	 
	 	(b)	 	apply all dividends, interest and other monies arising from the Charged
Portfolio in accordance with Clause 13 (Application of Proceeds);
	 
	 	(c)	 	transfer the Charged Portfolio into the name of the Collateral Agent or such
nominee(s) of the Collateral Agent as it shall require; and
	 
	 	(d)	 	exercise (or refrain from exercising) the powers and rights conferred on or
exercisable by the legal or beneficial owner of the Charged Portfolio including the
right, in relation to CSI Latin American Holdings Corporation to concur or participate
in:






	 	(i)	 	the reconstruction, amalgamation, sale or other disposal of such
company or any of its assets or undertaking (including the exchange, conversion
or reissue of any shares or securities as a consequence thereof),






	 	(ii)	 	the release, modification or variation of any rights or
liabilities attaching to such shares or securities, and






	 	(iii)	 	the exercise, renunciation or assignment of any right to
subscribe for any shares or securities,






	 	 	in each case in the manner and on the terms the Collateral Agent thinks fit, and the proceeds
of any such action shall form part of the Charged Portfolio.






	5.	 	CHARGOR’S UNDERTAKINGS 
	 
	 	 	Undertakings
	 
	(a)	 	Disposals and Negative pledge
	 
	 	 	Unless permitted by this Agreement or the Principal Finance Documents, the Chargor shall not
enter into a single transaction or a series of transactions (whether related or not) and
whether voluntarily or involuntarily, to sell, lease, transfer or otherwise dispose of the
whole or any part of the Charged Portfolio and will not create or permit to subsist any
security interest on any part of the Charged Portfolio or otherwise deal with any part of
the Charged Portfolio, in each case without the consent of the Collateral Agent (acting on
the instructions of the Applicable Representative).




 









 






	(b)	 	Calls on Shares
	 
	 	 	The Chargor undertakes to pay all calls or other payments when due in respect of any part of
the Charged Portfolio. If the Chargor fails to make any such payment (of which the
Collateral Agent has actual knowledge) the Collateral Agent may (but shall not be obliged
to) make that payment on behalf of the Chargor and any sums so paid by the Collateral Agent
shall be reimbursed by the Chargor promptly following demand together with interest on those
sums. Such interest shall be calculated from the date of payment by the Collateral Agent
until reimbursed (after, as well as before, judgment) in accordance with Clause 12.2
(Interest on Demands), provided that the Collateral Agent shall not be required to make any
such payment on behalf of the Chargor unless and until it shall have been (a) instructed to
do so by the Applicable Representative; and (b) indemnified and/or secured and/or pre-funded
to its satisfaction.
	 
	6.	 	FURTHER ASSURANCE
	 
	6.1	 	Covenant for Further Assurance
	 
	(a)	 	Subject to the Agreed Security Principles, the Chargor will promptly at its own
cost do all such acts or execute all such documents (including assignments, transfers,
mortgages, charges, notices and instructions) as the Collateral Agent may reasonably specify
(and in such form as the Collateral Agent may reasonably require in favour of the Collateral
Agent or its nominee(s) or Delegate) for the purposes of (a) exercising the Collateral Rights
or perfecting the Lien created or intended to be created in respect of the Charged Portfolio
(which may include the execution by the Chargor of a mortgage, charge or assignment over all
or any of the assets constituting, or intended to constitute, the Charged Portfolio) or for
the exercise of the rights, powers and remedies of the Collateral Agent provided by or
pursuant to this Agreement or by law; and/or (b) to facilitate the realisation of the Charged
Portfolio in each case in accordance with the rights vested in it under this Agreement.
	 
	(b)	 	Subject to the Agreed Security Principles, the Chargor shall as soon as reasonably
practicable after the accrual, offer or issue of any Shares use reasonable endeavours to (a)
procure the entry in the share register of CSI Latin American Holdings Corporation pursuant to
section 66(8) of the BVIBCA of the details of this Agreement, (b) have CSI Latin American
Holdings Corporation submit its share register for registration by the Registrar of Corporate
Affairs pursuant to section 231 of the BVIBCA and (c) have CSI Latin American Holdings
Corporation not amend the same or inform the Registrar of Corporate Affairs that it ceases to
register any changes in the register, without the consent of the Collateral Agent. The
Chargor shall use reasonable endeavours to procure that CSI Latin American Holdings
Corporation provides to the Collateral Agent a copy of its annotated share register, stamped
by the Registrar of Corporate Affairs and certified as a true copy by its registered agent, as
soon as reasonably practicable after the registration of such with the Registrar of Corporate
Affairs.
	 
	6.2	 	Prescribed Wording
	 
	 	 	The following covenants shall be implied in respect of any action taken by the Chargor to
comply with its obligations under Clause 6.1 (Covenant for Further Assurance):






	 	(a)	 	the Chargor has the right to take such action in respect of the Charged
Portfolio; and
	 
	 	(b)	 	the Chargor will at its own cost do all that it reasonably can to give the
Collateral Agent or its nominee or Delegate the title and/or rights that it purports to
give.




 









 












	7.	 	POWER OF ATTORNEY
	 
	7.1	 	Appointment and powers
	 
	 	 	The Chargor by way of security irrevocably appoints the Collateral Agent and any Receiver
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 and do all things which the attorney may consider
to be required or desirable for:






	 	(a)	 	carrying out any obligation imposed on the Chargor by this Agreement or any
other agreement binding on the Chargor 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 Charged Portfolio);
	 
	 	(b)	 	enabling the Collateral Agent to exercise, or delegate the exercise of, all
or any of the Collateral Rights; and
	 
	 	(c)	 	enabling any Receiver to exercise, or delegate the exercise of, any of the
rights, powers and authorities conferred on them by or pursuant to this Agreement or by
law,






	 	 	provided always that the Collateral Agent may only be entitled to exercise the powers
conferred upon it by the Chargor under this Clause 7.1 if:






	 	(i)	 	an Enforcement Event has occurred and is continuing; and/or
	 
	 	(ii)	 	the Collateral Agent has received notice from the Applicable
Representative, the Loan Parties’ Agent and/or the Chargor that the Chargor 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 Chargor under this Clause 7.1 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.
	 
	7.2	 	Ratification
	 
	 	 	The Chargor shall ratify and confirm all things done and all documents executed by any
attorney in the exercise or purported exercise of all or any of his powers.
	 
	8.	 	SECURITY ENFORCEMENT
	 
	8.1	 	Time for Enforcement
	 
	(a)	 	Any remedies referred to in Section 66 of the BVI Business Companies Act 2004, including
the right to sell the shares and the right to appoint a receiver to vote the shares, receive
distributions, and exercise any other rights in respect of the shares, shall not be
exercisable upon the occurrence of an Enforcement Event and while it is continuing until:






	 	(i)	 	a default has occurred and has continued for a period of not less than one
hour; and




 









 












	 	(ii)	 	the default has not been rectified within one hour from service of a notice
specifying the default and requiring rectification thereof.






	(b)	 	Nothing in this clause or section 66(7) of the BVIBCA shall limit the exercise by the
Collateral Agent of concurrent rights of the Collateral Agent relating to this Agreement
arising under the BVIBCA, the common law or the express terms of this Agreement.
	 
	(c)	 	If an Enforcement Event has occurred and is continuing or if a petition or application is
presented for the making of an administration order in relation to the Chargor or if any
person who is entitled to do so gives written notice of its intention to appoint an
administrator of the Chargor or files such a notice with the court or is requested to do so by
the Chargor, save to the extent that such petition, application, notice or filing is not made
by a member of the Group or any director of any member of the Group and is frivolous or
vexatious and is stayed, dismissed or withdrawn within 4 Business Days of such petition,
application, notice or filing being made the security created by or pursuant to this Agreement
is immediately enforceable and the Collateral Agent may, without notice to the Chargor or
prior authorisation from any court, in its absolute discretion or shall, if so instructed by
the Applicable Representative:






	 	(i)	 	secure and perfect its title to all or any part of the Charged Portfolio
(including transferring the Charged Portfolio into the name of the Collateral Agent or
its nominees);
	 
	 	(ii)	 	enforce all or any part of the Lien created by this Agreement (at the times,
in the manner and on the terms it thinks fit) and take possession of and hold, sell, or
otherwise dispose of all or any part of the Charged Portfolio (at the time, in the
manner and on the terms it thinks fit); and
	 
	 	(iii)	 	whether or not it has appointed a Receiver, exercise all or any of the
powers, authorities and discretions conferred by the CLP (as varied or extended by this
Agreement) on mortgagees and by this Agreement on any Receiver or otherwise conferred by
law on mortgagees or Receivers.






	8.2	 	Power of sale
	 
	(a)	 	The power of sale or other disposal conferred on the Collateral Agent and on any
Receiver by this Agreement shall operate as a variation and extension of the statutory power
of sale under Section 38 of the CLP and such power shall arise (and the Secured Liabilities
shall be deemed due and payable for that purpose) on execution of this Agreement.
	 
	(b)	 	No restrictions contained in the CLP shall apply to this Agreement or to the
exercise by the Collateral Agent of its right to consolidate all or any of the Lien created by
or pursuant to this Agreement with any other security in existence at any time or to its power
of sale, which powers may be exercised by the Collateral Agent without notice to the Chargor
if an Enforcement Event has occurred and is continuing.




 









 












	8.3	 	Chargee’s liability
	 
	 	 	Neither the Collateral Agent nor any Receiver will be liable to account as mortgagee or
mortgagee in possession in respect of the Charged Portfolio or be liable for any loss upon
realisation or for any neglect, default or omission of any nature whatsoever in connection
with the Charged Portfolio for which a mortgagee or mortgagee in possession might as such be
liable.
	 
	8.4	 	Statutory powers
	 
	 	 	The powers conferred by this Agreement on the Collateral Agent are in addition to and not in
substitution for the powers conferred on mortgagees and mortgagees in possession under the
CLP, the Insolvency Act 2003 or otherwise by law and in the case of any conflict between the
powers contained in any such Act and those conferred by this Agreement the terms of this
Agreement will prevail.
	 
	9.	 	RECEIVERS AND ADMINISTRATORS
	 
	9.1	 	Appointment and removal
	 
	 	 	At any time after having been requested to do so by the Chargor or if the security created by
this Agreement is enforceable in accordance with Clause 8 (Security Enforcement), the
Collateral Agent may by deed or otherwise (acting through an authorised officer of the
Collateral Agent), without prior notice to the Chargor:






	 	(a)	 	appoint one or more persons to be a Receiver of the whole or any part of
the Charged Portfolio;
	 
	 	(b)	 	remove (so far as it is lawfully able) any Receiver so appointed;
	 
	 	(c)	 	appoint another person(s) as an additional or replacement Receiver(s); and
	 
	 	(d)	 	appoint one or more persons to be an administrator of the Chargor.






	9.2	 	Capacity of Receivers
	 
	 	 	Each person appointed to be a Receiver pursuant to Clause 9.1 (Appointment and removal) will
be:






	 	(a)	 	entitled to act individually or together with any other person appointed or
substituted as Receiver;
	 
	 	(b)	 	for all purposes shall be deemed to be the agent of the Chargor which shall
be solely responsible for his acts, defaults and liabilities and for the payment of his
remuneration and no Receiver shall at any time act as agent for the Collateral Agent;
and
	 
	 	(c)	 	entitled to remuneration for his services at a rate to be fixed by the
Collateral Agent from time to time (without being limited to the maximum rate specified
by the CLP).






 









 






	9.3	 	Statutory powers of appointment






	 	 	The powers of appointment of a Receiver shall be in addition to all statutory and other
powers of appointment of the Collateral Agent under the CLP (as extended by this Agreement)
or otherwise and such powers shall remain exercisable from time to time by the Collateral
Agent in respect of any part of the Charged Portfolio. To the maximum extent permitted by
law, no restriction imposed by law on the right of a mortgagee to appoint a Receiver
(including under section 46 of the CLP) applies to this Agreement.
	 
	9.4	 	Powers of Receivers






	 	 	Every Receiver shall (subject to any restrictions in the instrument appointing him but
notwithstanding any winding-up or dissolution of the Chargor) have and be entitled to
exercise, in relation to the Charged Portfolio in respect of which he was appointed, and as
varied and extended by the provisions of this Agreement (in the name of or on behalf of the
Chargor or in his own name and, in each case, at the cost of the Chargor):






	 	(a)	 	all the powers conferred by the CLP on mortgagors and on mortgagees in
possession and on receivers appointed under that Act;






	 	(b)	 	all the powers of an administrative receiver set out in Schedule 1 to the
Insolvency Act 2003 of the British Virgin Islands (whether or not the Receiver is an
administrative receiver);






	 	(c)	 	all the powers and rights of an absolute owner and power to do or omit to
do anything which the Chargor itself could do or omit to do;






	 	(d)	 	the power to delegate (either generally or specifically) the powers,
authorities and discretions conferred on it by this Agreement or any of the Principal
Finance Documents (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
Receiver itself; and






	 	(e)	 	the power to do all things (including bringing or defending proceedings in
the name or on behalf of the Chargor) which seem to the Receiver to be incidental or
conducive to:






	 	(i)	 	any of the functions, powers, authorities or discretions
conferred on or vested in him; or
	 
	 	(ii)	 	the exercise of the Collateral Rights (including realisation of
all or any part of the Charged Portfolio); or
	 
	 	(iii)	 	bringing to his hands any assets of the Chargor forming part
of, or which when got in would be, Charged Portfolio.






	9.5	 	Consideration
	 
	 	 	The receipt of the Collateral Agent or any Receiver shall be a conclusive discharge to a
purchaser and, in making any sale or disposal of any of the Charged Portfolio or making any
acquisition, the Collateral Agent or any Receiver may do so for such consideration, in such
manner and on such terms as it thinks fit.




 









 












	9.6	 	Protection of purchasers
	 
	 	 	No purchaser or other person dealing with the Collateral Agent or any Receiver shall be bound
to inquire whether the right of the Collateral Agent or such Receiver to exercise any of its
powers has arisen or become exercisable or be concerned with any propriety or regularity on
the part of the Collateral Agent or such Receiver in such dealings.
	 
	9.7	 	Discretions
	 
	 	 	Any liberty or power which may be exercised or any determination which may be made under this
Agreement by the Collateral Agent or any Receiver may, subject to the terms and conditions of
the Intercreditor Arrangements and to any requirement of reasonableness required under this
Agreement, be exercised or made in its absolute and unfettered discretion without any
obligation to give reasons.
	 
	10.	 	EFFECTIVENESS OF COLLATERAL
	 
	10.1	 	Collateral Cumulative
	 
	 	 	The collateral constituted by this Agreement and the Collateral Rights shall be cumulative,
in addition to and independent of every other security which the Collateral Agent or any
other Secured Party may at any time hold for the Secured Liabilities or any rights, powers
and remedies provided by law. No prior security held by the Collateral Agent or any other
Secured Party over the whole or any part of the Charged Portfolio shall merge into the
collateral constituted by this Agreement.
	 
	10.2	 	No Waiver
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent, any
right, power or remedy of the Collateral Agent provided by this Agreement or by law shall
operate as a waiver, nor shall any single or partial exercise of that right, power or remedy
prevent any further or other exercise of that or any other right, power or remedy of the
Collateral Agent provided by this Agreement or by law.
	 
	10.3	 	Illegality, Invalidity, Unenforceability
	 
	 	 	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 and if any part of the security intended to be created by or
pursuant to this Agreement is invalid, unenforceable or ineffective for any reason, that
shall not affect or impair any other part of the security.
	 
	10.4	 	No liability
	 
	 	 	None of the Collateral Agent, its nominee(s) or any Receiver or Delegate appointed pursuant
to this Agreement shall be liable by reason of (a) taking any action permitted by this
Agreement or (b) any neglect or default in connection with the Charged Portfolio or (c) the
taking possession




 









 






	 	 	or realisation of all or any part of the Charged Portfolio, except to the
extent provided in the Principal Finance Documents.
	 
	10.5	 	Implied Covenants for Title
	 
	(a)	 	The obligations of the Chargor under this Agreement shall be in addition to the
covenants for title deemed to be included in this Agreement by virtue of section 27(1) of the
CLP.
	 
	(b)	 	It shall be implied in respect of Clause 2.3 (Charge) that the Chargor is charging
the Charged Portfolio free from all charges and encumbrances (whether monetary or not) and
from all other rights exercisable by third parties (including liabilities imposed and rights
conferred by or under any enactment).
	 
	10.6	 	Continuing Lien
	 
	(a)	 	The Lien from time to time constituted by this Agreement is a continuing security
and will remain in full force and effect as a continuing security until released or discharged
by the Collateral Agent.
	 
	(b)	 	No part of the security from time to time constituted by this Agreement will be
considered satisfied or discharged by any intermediate payment, discharge or satisfaction of
the whole or any part of the Secured Liabilities.
	 
	10.7	 	Immediate recourse
	 
	 	 	The Chargor waives any right it may have of first requiring the Collateral Agent or a Secured
Party to proceed against or enforce any other rights or Lien or claim payment from any person
before claiming from the Chargor under this Agreement. This waiver applies irrespective of
any law or any provision of this Agreement to the contrary.
	 
	10.8	 	Avoidance of Payments
	 
	 	 	Notwithstanding Clause 3.5 (Release) if the Collateral Agent considers that any amount paid
or credited to it is capable of being avoided or reduced by virtue of any bankruptcy,
insolvency, liquidation or similar laws the liability of the Chargor under this Agreement and
the security constituted by this Agreement shall continue and that amount shall not be
considered to have been irrevocably paid.
	 
	10.9	 	Waiver of defences
	 
	 	 	The obligations of the Chargor under this Agreement and the Collateral Rights will not be
affected by any act, omission, matter or thing which, but for this Clause 10.9 (Waiver of
defences), would reduce, release or prejudice any of its obligations under this Agreement and
this Lien and whether or not known to the Chargor or the Collateral Agent or any Secured
Party including:






	 	(a)	 	any time, waiver or consent granted to, or composition with, any Loan Party
or other person;




 









 






	 	(b)	 	the release of any other Loan Party or any other person under the terms of
any composition or arrangement with any creditor of any Loan Party;
	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or
refusal or neglect to perfect, take up or enforce, any rights against, or Lien over
assets of, any Loan Party or other person or any non-presentment or non-observance of any
formality or other requirement in respect of any instruments or any failure to realise
the full value of any other Lien;
	 
	 	(d)	 	any incapacity or lack of powers, authority or legal personality of or
dissolution or change in the members or status of, any Loan Party or any other person;
	 
	 	(e)	 	any amendment, novation, supplement, extension (whether of maturity or
otherwise) or restatement (in each case however fundamental and of whatsoever nature, and
whether or not more onerous) or replacement of Loan Document or any document or security
or of the Secured Liabilities;
	 
	 	(f)	 	any unenforceability, illegality or invalidity of any obligation of any
person under any Loan Document or any other document or security or of the Secured
Liabilities; or
	 
	 	(g)	 	any insolvency or similar proceedings.






	11.	 	DELEGATION
	 
	 	 	Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by
British Virgin Islands law), each of the Collateral Agent and any Receiver 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 or the Receiver itself.
	 
	12.	 	INDEMNITY AND INTEREST
	 
	12.1	 	Indemnity
	 
	 	 	To the extent set out in Section 4.11 of the First Lien Intercreditor Agreement, the Chargor
shall, notwithstanding any release or discharge of all or any part of the security, indemnify
the Collateral Agent, its agents, attorneys, any Delegate and any Receiver against any
action, proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it
may sustain as a consequence of any breach by the Chargor of the provisions of this
Agreement, the exercise or purported exercise of any of the rights and powers conferred on
them by this Agreement or otherwise relating to the Charged Portfolio.
	 
	12.2	 	Interest on Demands
	 
	 	 	Section 2.07 (Default Interest) of the Credit Agreement applies to amounts which the Chargor
fails to pay under this Agreement.




 









 












	12.3	 	Payments Free Of Deduction
	 
	 	 	Section 2.20 (Taxes) of the Credit Agreement applies to this Agreement, save that, for the
purposes of this Agreement only, the references in Section 2.20 (Taxes) of the Credit
Agreement to “a Loan Party”, “that Loan Party” and “Each Loan Party” shall be replaced with
“the Chargor”.
	 
	13.	 	APPLICATION OF PROCEEDS
	 
	 	 	All moneys received or recovered by the Collateral Agent or any Receiver pursuant to this
Agreement or the powers conferred by it shall (subject to the claims of any person having
prior rights thereto and by way of variation of the provisions of the CLP) be applied in
accordance with Section 2.01 of the First Lien Intercreditor Agreement.
	 
	14.	 	OTHER LIEN
	 
	14.1	 	Redemption or transfer
	 
	 	 	In the event of any action, proceeding or step being taken to exercise any powers or remedies
conferred by any prior ranking Lien in case of exercise by the Collateral Agent or any
Receiver or any Delegate of any power of sale under this Agreement the Collateral Agent may
redeem such prior Lien or procure the transfer thereof to itself.
	 
	14.2	 	Accounts
	 
	 	 	The Collateral Agent may settle and pass the accounts of the prior Lien and any accounts so
settled and passed will be conclusive and binding on the Chargor.
	 
	14.3	 	Costs of redemption or transfer
	 
	 	 	All principal monies, interest, costs, charges and expenses of and incidental to any
redemption or transfer will be paid by the Chargor to the Collateral Agent on demand together
with accrued interest thereon as well as before judgment at the rate from time to time
applicable to unpaid sums specified in the Credit Agreement from the time or respective times
of the same having been paid or incurred until payment thereof (after as well as before
judgment).
	 
	14.4	 	Subsequent Interests
	 
	 	 	If the Collateral Agent (acting in its capacity as security trustee or otherwise) or any of
the Secured Parties at any time receives notice or is deemed to have received notice of any
subsequent Lien affecting all or any part of the Charged Portfolio or any assignment or
transfer of the Charged Portfolio which in either case is prohibited by the terms of this
Agreement or the Principal Finance Documents, all payments made by the Chargor to the
Collateral Agent or any of the Secured Parties after that time shall be treated as having
been credited to a new account of the Chargor and not as having been applied in reduction of
the Secured Liabilities as at the time when the Collateral Agent received notice.






 









 








	15.	 	SUSPENSE ACCOUNTS AND CURRENCY INDEMNITY
	 
	15.1	 	Suspense Accounts
	 
	 	 	All monies received, recovered or realised by the Collateral Agent under this Agreement
(including the proceeds of any conversion of currency) may in the discretion of the
Collateral Agent be credited to any interest bearing suspense or impersonal account
maintained with the Collateral Agent or any bank, building society or financial institution
as it considers appropriate and may be held in such account for so long as the Collateral
Agent may think fit (acting on the instructions of the Applicable Representative) pending
their application from time to time (as the Collateral Agent is entitled to do in its
discretion) in or towards the discharge of any of the Secured Liabilities and save as
provided herein no party will be entitled to withdraw any amount at any time standing to the
credit of any suspense or impersonal account referred to above.
	 
	15.2	 	Currency Indemnity






	 	(a)	 	The Secured Liabilities shall be paid in the currency in which it is
denominated at the relevant time, unless the Loan Documents provides otherwise.
	 
	 	(b)	 	If any Secured Liabilities is received from the Chargor in a currency (“first
currency”) other than the currency (“second currency”) in which it is payable (whether as
a result of obtaining or enforcing an order or judgment, the dissolution of any person or
otherwise), the amount received shall only satisfy the Chargor’s obligation to pay its
Secured Liabilities to the extent of the amount in the second currency which the relevant
Secured Party is able, in accordance with its usual practice, to purchase with the amount
received in the first currency on the date of that receipt (or, if it is not possible to
make that purchase on that date, on the first date upon which it is possible to do so).
	 
	 	(c)	 	Subject to Section 9.05 of the Credit Agreement and the terms of the
Principal Finance Documents, the Chargor indemnifies each Secured Party against:






	 	(i)	 	any loss sustained by it as a result of the amount purchased by it in
the second currency pursuant to 15.2(b) above being less than the amount due; and
	 
	 	(ii)	 	all costs and expenses properly incurred by it in purchasing the
second currency,






	 	 	 	in respect of any Secured Liabilities received from the Chargor.






	 	(d)	 	The Chargor shall pay to the relevant Secured Party, promptly upon demand, in
the currency stipulated, all amounts payable pursuant to such indemnity.






	16.	 	ASSIGNMENT
	 
	16.1	 	Permitted Successors
	 
	 	 	The Collateral Agent may assign and transfer all or any of its rights and obligations under
this Agreement to facilitate the performance of its role as Collateral Agent under the Loan
Documents in accordance with the Intercreditor Arrangements. This Agreement shall be binding
upon and shall inure to the benefit of each party and its direct or subsequent legal
successors, permitted transferees and assigns.




 









 












	16.2	 	Collateral Agent Successors
	 
	 	 	This Agreement shall remain in effect despite any amalgamation or merger (however effected)
relating to the Collateral Agent; and references to the Collateral Agent shall include any
assignee or successor in title of the Collateral Agent and any person who, under the laws of
its jurisdiction of incorporation or domicile, has assumed the rights and obligations of the
Collateral Agent under this Agreement or to which, under such laws, those rights and
obligations have been transferred.
	 
	16.3	 	Disclosure
	 
	 	 	Subject to Section 9.16 of the Credit Agreement and the terms of the Principal Finance
Documents, the Collateral Agent shall be entitled to disclose such information concerning the
Chargor or any other person and this Agreement as the Collateral Agent considers appropriate
to any actual or proposed direct or indirect successor or to any person to whom information
may be required to be disclosed by applicable law.
	 
	17.	 	WAIVERS AND COUNTERPARTS
	 
	17.1	 	Waivers
	 
	 	 	No waiver by the Collateral Agent of any of its rights under this Agreement shall be
effective unless given in writing.
	 
	17.2	 	Counterparts
	 
	 	 	This Agreement may be executed in any number of counterparts, and this has the same effect as
if the signatures on the counterparts were on a single copy of this Agreement.
	 
	18.	 	LAW
	 
	 	 	This Agreement and all matters arising from or connected with it are governed by British
Virgin Islands law.
	 
	19.	 	ENFORCEMENT
	 
	19.1	 	Jurisdiction of British Virgin Islands Courts
	 
	(a)	 	The courts of the British Virgin Islands have 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) (a “Dispute”) or any non-contractual
obligations arising out of or in connection with this Agreement.
	 
	(b)	 	The parties agree that the courts of the British Virgin Islands are the most
appropriate and convenient courts to settle Disputes and accordingly no party will argue to
the contrary.
	 
	(c)	 	This Clause 19 (Enforcement) is for the benefit of the Collateral Agent only. As
a result and notwithstanding Clause 19.1(a), it does not prevent the Collateral Agent from
taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent
allowed by law, the Collateral Agent may take concurrent proceedings in any number of
jurisdictions.




 









 






	19.2	 	Service of process
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, the Chargor:






	 	(a)	 	irrevocably appoints CSI Latin American Holdings Corporation as its agent for
service of process in relation to any proceedings before the British Virgin Islands
courts in connection with this Agreement; and
	 
	 	(b)	 	agrees that failure by an agent for service of process to notify the Chargor
of the process will not invalidate the proceedings concerned.




THIS AGREEMENT has been signed on behalf of the Collateral Agent and executed as a deed by the
Chargor and is delivered by it on the date specified above.






 









 








SCHEDULE 1




SHARE TRANSFER FORM



CSI LATIN AMERICAN HOLDINGS CORPORATION 

(the “Company”)




	 	 	For fair and valuable consideration, the adequacy of which is hereby acknowledged, the
undersigned does hereby consent to the transfer of shares in the Company as follows:





	 

	Name of transferor

	 

	Number and type of shares

	 

	Par value of each share







	 	 	 	 	 
	 	Signed by the behalf of Transferor



 	 
	 	Name: 	 
	 	Title: 	 
	 	Date: 	 
	 




	 	 	The undersigned does hereby agree to accept the above shares subject to the provisions of the
Memorandum and Articles of Association of the Company.





	 

	Name of transferee

	 

	Address of transferee







	 	 	 	 	 
	 	Signed on behalf of Transferee



 	 
	 	Name: 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



SCHEDULE 2




IRREVOCABLE PROXY


We, CLOSURE SYSTEMS INTERNATIONAL B.V. of Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands
(the “Shareholder”) being the holder of 889,282 issued shares in CSI LATIN AMERCIAN HOLDINGS
CORPORATION, a British Virgin Islands business company (the “Company”) hereby appoint(s) each and
every director and officer from time to time of THE BANK OF NEW YORK MELLON (the “Proxy Holders”)
as the true and lawful attorney, representative pursuant to section 82(5) of the BVI Business
Companies Act, 2004 of the British Virgin Islands, and proxy of the Shareholder for and in the
Shareholder’s name, place and stead to attend all meetings of the shareholders of the Company and
to vote any and all shares in the Company at the time standing in the Shareholder’s name and to
exercise all consensual rights in respect of such shares (including, without limitation, giving or
withholding written consents of shareholders and calling special general meetings of shareholders)
if an Enforcement Event (as defined in the Share Charge (as defined below)) has occurred and is
continuing.



The Shareholder hereby affirms that this proxy is given pursuant to Clause 3.1(c) of the share
charge granted by the Shareholder to The Bank of New York Mellon on or about [#] 2009 (the “Share
Charge”). THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE unless released in accordance
with the terms of the Share Charge.



The Shareholder hereby ratifies and confirms and undertakes to ratify and confirm all that any
Proxy Holder may lawfully do or cause to be done by virtue hereof.



If at any time this proxy shall or for some reason be ineffective or unenforceable or fails to
provide The Bank of New York Mellon with the rights or the control over the Shareholder’s shares in
the Company purported to be provided herein, the Shareholder shall execute a replacement instrument
which provides The Bank of New York Mellon with substantially the same control over the Company as
contemplated herein. This irrevocable proxy shall be governed by the laws of the British Virgin
Islands in relation to the matter contained herein.




	 	 	 	 	 

	Executed and Delivered as a Deed
	 	 	 	 
	 
	 	 	 	 
	This                      day of                                                       , 2009
	 	 	 	 
	 
	 	 	 	 
	for CLOSURE SYSTEMS

	 	) 		 
	 
	 	 	 	 
	INTERNATIONAL B.V.

	 	) 		 






 









 






SCHEDULE 3




LETTER OF RESIGNATION AND RELEASE




	To: 	 	CSI Latin American Holdings Corporation 

Romasco Place

Wickhams Cay 1

PO Box 3140

Road Town

Tortola

British Virgin Islands

(the “Company”)




Dear Sirs,



Security over Shares Agreement dated [#] 2009 between Closure Systems International B.V. as Chargor
and The Bank of New York Mellon as Collateral Agent (the “Share Charge”) in respect of the shares
in CSI Latin American Holdings Corporation (the “Company”).



Upon the security constituted by the Share Charge being enforceable in accordance with its terms,
I, [name of director/officer], hereby resign from my position as [director/officer] of the Company
with effect from the date of this letter.




Date:


[name of director/officer]




 









 






To: The Bank of New York Mellon




[Date]



Dear Sirs



Security over Shares Agreement dated [#] 2009 between Closure Systems International B.V. as Chargor
and The Bank of New York Mellon as Collateral Agent (the “Share Charge”) in respect of the shares
in CSI Latin American Holdings Corporation (the “Company”).



Upon the security constituted by the Share Charge being enforceable in accordance with its terms,
I, [name of director/officer], hereby authorise any officer or agent of The Bank of New York Mellon
at any time to date and submit the attached letter of resignation on my behalf.



Yours faithfully



_________________________________________________




Signature








- 23 -









 








SCHEDULE 4




UNDERTAKING


CSI LATIN AMERICAN HOLDINGS CORPORATION (the “Company”) hereby irrevocably UNDERTAKES and COVENANTS
with THE BANK OF NEW YORK MELLON (the “Transferee”) to register all transfers of Shares submitted
to the Company for registration by the Transferee pursuant to the due exercise of rights under the
Share Charge (as defined below) upon the security constituted by the Share Charge being enforceable
in accordance with its terms as soon as practical following the submission of such transfers.



This Undertaking is given pursuant to Clause 3.1(e) of the Share Charge (the “Share Charge”) dated
[#] 2009 between CLOSURE SYSTEMS INTERNATIONAL B.V. and the Transferee, and any capitalised terms
used herein and not otherwise defined herein shall have the meanings given such terms in the Share
Charge.



EXECUTED AS A DEED on behalf of the Company on [#] 2009.



_________________________________________________




Director








- 24 -









 








EXECUTION PAGE FOR

SECURITY OVER SHARES AGREEMENT




Chargor




	 	 	 	 	 

	EXECUTED AS A DEED by CLOSURE

	 	 	)	 
	SYSTEMS INTERNATIONAL B.V.

	 	 	)	 
	acting by

	 	 	)	 
	 

	 	 	)	 
	/s/ MARK DUNKLEY
 


	 	 	)	 
	and by

	 	 	)	 
	 

	 	 	)	 
	/s/ PHILIP WEST
 


	 	    ) 







Collateral Agent



THE BANK OF NEW YORK MELLON




	 	 	 

	By:

	 	/s/ MAKSIM GENKIN
	 
	Name:

	 	MAKSIM GENKIN
	 
	Address:

	 	101 BARCLAY STREET, 4E, NY NY, 10286
	 
	Fax:

	 	212-815-5366
	 
	Attention:

	 	INTL. CORPORATE TRUST







- 25 -