exv4w38





Exhibit 4.38




			
	 	 	 
	 	 	 

 






 



SIG BEVERAGES GERMANY GMBH

as Pledgor




THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee




THE INSTITUTIONS NAMED HEREIN

as Pledgees




 






ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)




 





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





 














 








CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions and Language
	 	 	- 3 -	 
	2. Pledge
	 	 	- 8 -	 
	3. Purpose of the Pledges
	 	 	- 9 -	 
	4. Notice of Pledge
	 	 	- 9 -	 
	5. Pledgor’s Right of Disposal
	 	 	- 10 -	 
	6. Enforcement of the Pledges
	 	 	- 11 -	 
	7. Limitations on Enforcement
	 	 	- 12 -	 
	8. Undertakings of the Pledgor
	 	 	- 14 -	 
	9. Delegation
	 	 	- 16 -	 
	10. Indemnity
	 	 	- 16 -	 
	11. No liability
	 	 	- 17 -	 
	12. Duration and Independence
	 	 	- 17 -	 
	13. Release (Pfandfreigabe)
	 	 	- 17 -	 
	14. Partial Invalidity; Waiver
	 	 	- 18 -	 
	15. Amendments
	 	 	- 18 -	 
	16. Notices and their Language
	 	 	- 18 -	 
	17. Applicable Law, Jurisdiction
	 	 	- 20 -	 
	18. Conclusion of this Agreement (Vertragsschluss)
	 	 	- 20 -	 
	Schedule 1
	 	 	- 23 -	 
	Part 1 List of Financial Institutions
	 	 	- 23 -	 
	Part 2 List of Original Borrowers
	 	 	- 23 -	 
	Part 3 List of Original Guarantors
	 	 	- 23 -	 
	Part 4 List of Original Senior Secured Note Guarantors
	 	 	- 25 -	 
	Schedule 2 List of Accounts
	 	 	- 28 -	 
	Part 1 — List of Accounts
	 	 	- 28 -	 
	Part 2 — List of Excluded Accounts
	 	 	- 28 -	 
	Schedule 3 Form of Notice of Pledge
	 	 	- 29 -	 
	Schedule 4 Form of Notification of Future Accounts
	 	 	- 33 -	 






 









 






This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on
5 November 2009



BETWEEN:





	(1)	 	SIG Beverages Germany GmbH, a limited liability company (Gesellschaft mit beschränkter
Haftung) organised under the laws of the Federal Republic of Germany, having its business
address at Weilheimer Straße 5, 79761 Waldshut-Tiengen, Germany registered in the commercial
register (Handelsregister) of the local court (Amtsgericht) of Freiburg i. Br. under HRB
702482 (the “Pledgor”);






	(2)	 	The Bank of New York Mellon, a public company incorporated under the laws of the state of New
York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of
America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as
defined below) (the “Collateral Agent ”); and






	(3)	 	the institutions, listed in Part 1 of Schedule 1 (List of financial institutions) hereto in
their capacity as lenders, issuing banks, hedge counterparties, administrative agent, local
facility providers, cash management banks under the Credit Agreement (as defined below) and
indenture trustee under the Senior Secured Note Indenture (as defined below);




(the institutions named in (2) and (3) are hereinafter referred to as the “Original Pledgees”).



WHEREAS:





	(A)	 	Pursuant to a USD 1,155,000,000 and EUR 330,000,000 multi-currency term and revolving credit
agreement dated on or about 5 November 2009 between, inter alia, the parties listed in Part 2
of Schedule 1 hereto as original borrowers (the “Original Borrowers”), the parties listed in
Part 3 of Schedule 1 hereto as original guarantors (the “Original Guarantors”), Credit Suisse
Cayman Island branch as administrative agent and The Bank of New York Mellon as collateral
agent and others (as amended, varied, novated, supplemented, superseded or extended from time
to time, the “Credit Agreement”), certain lenders (together the “Original Lenders”) have
agreed to grant certain facilities to the Original Borrowers and certain other entities which
may accede to the Credit Agreement as additional borrowers.






	(B)	 	Pursuant to a senior secured note indenture dated on or about 5 November 2009 between, inter
alia, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer
(Luxembourg) S.A as issuers (the “Issuers”), certain affiliates of the Issuers listed in Part
4 of Schedule 1 as original senior secured note guarantors (the “Original Senior Secured Note
Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent,
transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or
extended from time to time, the “Senior Secured Note Indenture”), the Issuers will issue
senior secured notes due 2016 in the aggregate principal amount of USD 1,125,000,000 (the “US
Secured Notes”) and senior secured notes due 2016 in the aggregate principal amount of EUR
450,000,000 (the “Euro Secured Notes” and together with the US Secured Notes the




- 2 -









 












	 	 	“Senior Secured Notes”) to certain noteholders.






	(C)	 	The Pledgor has agreed to grant a first ranking pledge (subject to the pledges existing by
operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the
respective Account Bank (as defined below)) over its Accounts (as defined below) as security
for the Pledgees’ (as defined below) respective claims against the Grantors (as defined below)
(or any of them) in respect of the Obligations (as defined below).






	(D)	 	The security created by or pursuant to this Agreement is to be administered by the Collateral
Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor
agreement dated on or about 5 November 2009 between, inter alia, the Collateral Agent, the
Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and
others (as amended, varied, novated, supplemented, superseded or extended from time to time,
the “First Lien Intercreditor Agreement”).






	(E)	 	The Pledgor has granted security interests over the Accounts (as defined below) to Credit
Suisse and others pursuant to existing security documents entered into in connection with
certain existing financing arrangements with Credit Suisse and others (the “Existing
Security”). The Existing Security will be released on or about the date hereof in accordance
with the terms of a release agreement between the Pledgor, Credit Suisse and others.




NOW, IT IS AGREED as follows:





	1.	 	DEFINITIONS AND LANGUAGE






	1.1	 	Definitions






	 	 	In this Agreement:
	 
	 	 	“Account Banks” means the credit institutions administering the Accounts and “Account Bank”
means any of them.
	 
	 	 	“Accounts” means all bank accounts (including without limitation giro accounts and accounts
for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits
(Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open
with any credit institution in the Federal Republic of Germany (including without limitation
the accounts listed in Part 1 of Schedule 2 (List of Accounts) but excluding any Social
Security Bank Account as listed in Part 2 of Schedule 2 (List of Excluded Accounts)) and any
sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means
any of them.
	 
	 	 	“Administrative Agent” means Credit Suisse Cayman Island branch, having its business address
at One Madison Avenue, New York, NY 10010, United States of




- 3 -









 






	 	 	America in its capacity as administrative agent under the Credit Agreement and any successor
appointed as administrative agent under the Credit Agreement.






	 	 	“Borrowers” means the Original Borrowers and any entity which may accede to the Credit
Agreement as an additional borrower and “Borrower” means any of them.
	 
	 	 	“Cash Management Bank” shall mean Citibank NA, Banco Nacional De Mexico S.A., Citibank
International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG
& Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s
or the Administrative Agent’s affiliates (at the time the cash management services
arrangement is entered into) provided in each case it has become a party to, or by execution
of an additional bank secured party acknowledgment has agreed to be bound by the terms of,
the First Lien Intercreditor Agreement in its capacity as cash management bank.
	 
	 	 	“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank
to provide any composite accounting or other cash pooling arrangements and netting,
overdraft protection and other arrangements with any bank arising under standard business
terms of such Cash Management Bank to a Grantor.
	 
	 	 	“Credit Documents” shall mean the Loan Documents and the Senior Secured Note Documents.
	 
	 	 	“Enforcement Event” shall mean an Event of Default.
	 
	 	 	“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement
and/or the Senior Secured Note Indenture.
	 
	 	 	“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May
2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007 and
as amended and restated on or about the date hereof) between, inter alia, Beverage Packaging
Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings
Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings
(Luxembourg) III S.à r.l., Credit Suisse as security trustee and others.
	 
	 	 	“Future Pledgee” means any entity which may become a pledgee hereunder by way of (i)
transfer of the Pledges by operation of law following the transfer or assignment (including
by way of novation or assumption (Vertragsübernahme)) of any part of the Obligations from
any Original Pledgee or Future Pledgee to such future pledgee and/or (ii) accession to this
Agreement pursuant to sub-Clause 2.3 hereof as pledgee.
	 
	 	 	“Grantors” means the Loan Parties, the Issuers and the Senior Secured Note Guarantors and
any person that has granted a security interest to the Collateral Agent and/or the Secured
Parties in respect of the obligations of the Loan Parties, the Issuers and the Senior
Secured Note Guarantors under the Credit Documents and “Grantor” means any of them.
	 
	 	 	“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed
as agent of the Grantors in accordance with the Principal Finance Documents.
	 
	 	 	“Group” means Reynolds Group Holdings Limited and its direct or indirect




- 4 -









 






	 	 	subsidiaries (Tochtergesellschaften).






	 	 	“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the
Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has
entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or
any exchange rate and/or commodity price risks provided it has become a party, or by
execution of an additional bank secured party acknowledgment has agreed to be bound by the
terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.
	 
	 	 	“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating
to incremental facilities of up to USD 400,000,000 among, and in form and substance
reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more
Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to
which one or more Incremental Term Lenders make available Incremental Term Loan Commitments
and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving
Credit Commitments respectively.
	 
	 	 	“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving
Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class
as a result of an Incremental Revolving Credit Commitment.
	 
	 	 	“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender,
established pursuant to the Credit Agreement, to make available certain revolving credit
loans to one or more Borrowers.
	 
	 	 	“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.
	 
	 	 	“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established
pursuant to the Credit Agreement, to make available certain term loans to one or more
Borrowers.
	 
	 	 	“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture
trustee under the Senior Secured Note Indenture and any successor appointed as indenture
trustee under the Senior Secured Notes Indenture.
	 
	 	 	“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing
Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or
modified from time to time.
	 
	 	 	“Issuing Bank” means Credit Suisse or any other Lender or any affiliate of Credit Suisse or
any other Lender that issues letters of credit or bank guarantees under the Credit
Agreement.
	 
	 	 	“Lenders” shall mean the Original Lenders and any entity which may become a lender under the
Credit Agreement in the future and “Lender” means any of them.
	 
	 	 	“Loan Documents” shall mean the Credit Agreement, any borrowing subsidiary agreement and/or
guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank
guarantee relating to the Credit Agreement, any security documents relating to the Credit
Agreement, any hedging agreement entered into by a




- 5 -









 






	 	 	Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor
Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management
Bank relating to Cash Management Services, each Local Facility Agreement and any other
document that may be entered into pursuant to any of the foregoing in relation to the Credit
Agreement.






	 	 	“Loan Parties” shall mean the Borrowers, the Original Guarantors and any entity which may
accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.
	 
	 	 	“Local Facilities” means working capital facilities provided to a Grantor (other than
Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II
S.A. Beverage Packaging Holdings (Luxembourg) III S.à.r.l. and the Borrowers) by a Local
Facility Provider and “Local Facility” means any of them.
	 
	 	 	“Local Facility Agreements” shall mean any agreement under which a Local Facility is made
available.
	 
	 	 	“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank
Aktiengesellschaft, Bank of America, N.A. and Hong Kong and Shanghai Banking Corporation
Ltd., Thailand, provided in each case it has become a party to, or by execution of an
additional bank secured party acknowledgment has agreed to be bound by the terms of, the
First Lien Intercreditor Agreement in its capacity as local facility provider.
	 
	 	 	“Obligations” shall mean all present and future obligations and liabilities (whether actual
or contingent and whether owed jointly or severally or in any other capacity whatsoever) of
each Grantor to the Pledgees (or any of them) under each or any of the Credit Documents
(including, but not limited to, the Parallel Obligations), together with all costs, charges
and expenses incurred by any Pledgee in connection with the protection, preservation or
enforcement of its respective rights under the Credit Documents or any other document
evidencing or securing any such liabilities. The Obligations shall further include any
obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).
	 
	 	 	“Parallel Obligations” means the independent obligations of any of the Grantors arising
pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal
to the sums owed by such Grantor to the other Secured Parties (or any of them) under the
Credit Documents.
	 
	 	 	“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.
	 
	 	 	“Pledgees” means the Original Pledgees and the Future Pledgees, and “Pledgee” means any of
them.
	 
	 	 	“Principal Finance Documents” means the Credit Agreement, the Senior Secured Note Indenture
and the First Lien Intercreditor Agreement.
	 
	 	 	“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon
the request of a Lender evidencing the amount of principal owed by such Borrower to such
Lender under the Credit Agreement.




- 6 -









 












	 	 	“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s)
and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the
Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation
undertaken by any Grantor under any Credit Document, the Senior Secured Note Holders, the
Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash
Management Banks.
	 
	 	 	“Senior Secured Note Documents” shall mean the Senior Secured Note Indenture, the Senior
Secured Note Guarantees, the Senior Secured Notes, the Intercreditor Arrangements, any
security document relating to the Senior Secured Notes and/or the Senior Secured Note
Indenture and any other document that may be entered into pursuant to any of the foregoing.
	 
	 	 	“Senior Secured Note Guarantees” shall mean the guarantees of the obligations of the Issuers
under the Senior Secured Notes and the Senior Secured Note Indenture by the Senior Secured
Note Guarantors.
	 
	 	 	“Senior Secured Note Guarantors” means the Original Senior Secured Note Guarantors and any
entity which may accede to the Senior Secured Note Indenture as additional guarantor.
	 
	 	 	“Senior Secured Note Holders” shall mean the holders from time to time of the Senior Secured
Notes.
	 
	 	 	“Social Security Bank Accounts” means any and all bank accounts which the Pledgor keeps at
present or may at any time hereafter keep with any institution in the Federal Republic of
Germany for the benefit of employees under or pursuant to applicable workmen’s compensation
schemes, social security laws or regulations, including accounts kept under or pursuant to
partial retirement programs (Blockmodell Altersteilzeit).
	 
	1.2	 	Construction
	 
	 	 	In this Agreement:






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






	1.3	 	This Agreement is made in the English language. For the avoidance of doubt, the English
language version of this Agreement shall prevail over any translation of this Agreement.
However, where a German translation of a word or phrase appears in the text of this Agreement,
the German translation of such word or phrase shall prevail.




- 7 -









 












	2.	 	PLEDGE






	2.1	 	The Pledgor hereby pledges to each of the Pledgees all its present and future rights and
claims (whether conditional or unconditional) arising against any Account Bank from or in
relation to any of the Accounts, including without limitation:






	 	(a)	 	all rights and claims in respect of present and future cash deposits (Guthaben)
(including without limitation saving deposits (Spareinlagen), time deposits
(Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies
(Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for
overnight money, tom/next money, spot/next money and money until further notice (Geld b
..a. w.)) standing from time to time to the credit of the Accounts, including all claims
to interest payable;
	 
	 	(b)	 	in respect of each Account maintained as a giro account (Girokonto) at present
or in the future, (i) all claims in respect of present and future credit balances
(positive Salden), (ii) all claims in respect of present and future credit entries
(gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other
present and future monetary rights and claims arising under or in connection with the
respective giro agreement (Girovertrag) (including without limitation all claims to the
grant of a credit entry (Gutschriftanspruch); and
	 
	 	(c)	 	in respect of each Account maintained as a current account (Kontokorrentkonto)
at present or in the future, all present and future rights and claims arising under or
in connection with the respective current account agreement (Kontokorrentabrede)
(including without limitation all claims to determination and acknowledgement of the
current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims
to present and future current account balances (Saldoforderungen) including the causal
final balance (kausaler Schlusssaldo) and the right to terminate the current account
relationship (Kündigung des Kontokorrents)).






	 	 	(each a “Pledge” and together the “Pledges”).
	 
	2.2	 	Each of the Original Pledgees hereby accepts its Pledge for itself.






	2.3	 	The Collateral Agent accepts, as representative without power of attorney (Vertreter ohne
Vertretungsmacht), the respective Pledges for and on behalf of each Future Pledgee. Each
Future Pledgee ratifies and confirms the declarations and acts so made by the Collateral Agent
on its behalf by accepting the transfer or assignment (including by way of novation or
assumption (Vertragsübernahme)) of the Obligations under the Loan Documents (or part of them)
from a Pledgee or the appointment to become a successor as administrative agent under the
Credit Agreement or as indenture trustee under the Senior Secured Note Indenture. Upon such
ratification




- 8 -









 






	 	 	(Genehmigung) such Future Pledgee becomes a party to this Agreement, it being understood
that any future or conditional claim (zukünftiger oder bedingter Anspruch) of such Future
Pledgee arising under the Loan Documents, or, in case of a successor indenture trustee
arising under the Senior Secured Note Documents shall be secured by the Pledges constituted
hereunder.






	2.4	 	All parties hereby confirm that the validity of the Pledges granted hereunder shall not be
affected by the Collateral Agent acting as representative without power of attorney for each
Future Pledgee.






	2.5	 	The Pledgor herewith authorises the Collateral Agent to notify on its behalf the Pledges
and/or the identity of any Future Pledgee and the new pledges created pursuant to Clause 2.3
above to each Account Bank. Upon request of the Collateral Agent, the Pledgor shall without
undue delay (unverzüglich) give such notice and provide the Collateral Agent with a copy
thereof.






	2.6	 	The validity and effect of each of the Pledges shall be independent from the validity and the
effect of the other Pledges created hereunder. The Pledges to each of the Pledgees shall be
separate and individual pledges ranking pari passu with the other Pledges created hereunder.






	2.7	 	Each of the Pledges is in addition, and without prejudice, to any other security the Pledgees
may now or hereafter hold in respect of the Obligations.






	2.8	 	For the avoidance of doubt, the parties agree that nothing in this Agreement shall exclude a
transfer of all or part of the Pledges created hereunder by operation of law upon the transfer
or assignment (including by way of novation or assumption (Vertragsübernahme)) of all or part
of the Obligations by any Pledgee to a Future Pledgee.






	3.	 	PURPOSE OF THE PLEDGES






	 	 	The Pledges hereunder are constituted in order to secure the prompt and complete
satisfaction of any and all Obligations. The Pledges shall also cover any future extension
of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section
1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to
this Agreement.






	4.	 	NOTICE OF PLEDGE






	4.1	 	Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not
later than within twenty business days after the date of this Agreement, and, in relation to
any Account opened after the date of this Agreement, within ten business days after such new
Account has been opened, notify each Account Bank and any other relevant third party of the
Pledges by delivering a notification substantially in the




- 9 -









 






	 	 	form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit
Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such
notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor
shall use all reasonable efforts to procure that each Account Bank promptly acknowledges
receipt of the respective notification, and acceptance of the terms thereof, to the
Collateral Agent (acting for and on behalf of the Pledgees) and to the Pledgor.






	4.2	 	Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case
of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and
releases it for this purpose from the restrictions of self-dealing under Section 181 of the
German Civil Code to notify each Account Bank and any other relevant third party on its behalf
of this Agreement and the Pledges constituted hereunder by delivering a notification
substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such
substantially similar form as the Collateral Agent (acting for and on behalf of the Pledgees)
deems appropriate, provided that the Collateral Agent may only make use of this authorisation
if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1
within 10 business days of being notified of such failure (with a copy of such notice being
sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement
Event has occurred and is continuing.






	4.3	 	The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1
above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral
Agent (acting on behalf of the Pledgees) that notifying the relevant Account Bank of the
Pledges created hereunder would not be consistent with, whilst an Enforcement Event is not
continuing, the Pledgor retaining control over and the ability to freely use the balance of
any such Account. The Collateral Agent will take instructions in accordance with the First
Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis. For the
avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the
Account Banks of the Pledges created hereunder is not inconsistent with the Pledgor retaining
control over and the ability to freely use the balance of any Account existing at the date of
this Agreement.
	 
	5.	 	PLEDGOR’S RIGHT OF DISPOSAL
	 
	 	 	The Pledgor may exercise all rights and powers in respect of each Account until the Pledgees
(acting through the Collateral Agent) give notice to the contrary to the Account Bank with a
copy to the Pledgor. The Pledgees (acting through the Collateral Agent) may give such notice
only if an Enforcement Event has occurred and is continuing.




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	6.	 	ENFORCEMENT OF THE PLEDGES






	6.1	 	If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set
forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the
enforcement of any of the Pledges are met (Pfandreife), in particular, if any of the
Obligations has become due and payable, then in order to enforce the Pledges (or any of them),
the Collateral Agent may on its own behalf and on behalf of the other Pledgees at any time
thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under
the laws of the Federal Republic of Germany.






	6.2	 	Notwithstanding Section 1277 of the German Civil Code, the Pledgees are entitled to exercise
their rights without obtaining an enforceable judgment or other instrument (vollstreckbarer
Titel). The Pledgees shall be entitled to have the Pledges enforced in any manner allowed
under the laws of the Federal Republic of Germany.






	6.3	 	The Collateral Agent will notify the Pledgor five business days prior to the enforcement of
the Pledges (or any of them) according to Clause 6. No such notification shall be required if
(i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an
application for the institution of insolvency proceedings is filed by or against the Pledgor
or (iii) the Pledgees have reasonable grounds to believe that observance of the notice period
will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgees.






	6.4	 	If the Pledgees acting through the Collateral Agent should seek to enforce the Pledges
pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all
necessary assistance in order to facilitate the prompt realisation of the Pledges (or any of
them) and/or the exercise by the Pledgees, acting through the Collateral Agent, of any other
right they may have as Pledgee.






	6.5	 	The Pledgees (acting through the Collateral Agent) may, in their sole discretion, determine
which of several security interests (created under this or other security agreements) shall be
used to satisfy the Obligations.






	6.6	 	The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit)
and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil
Code.






	6.7	 	The Pledgor hereby expressly waives its defences based on defences any Grantor might have
against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1
sentence 1 alternative 1 of the German Civil Code.






	6.8	 	If the Pledges are enforced or if the Pledgor has discharged any of the Obligations (or any
part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor
 — Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgees shall
pass to the Pledgor by subrogation or otherwise. Further, the




- 11 -









 






	 	 	Pledgor shall at no time before, on or after an enforcement of the Pledges, and as a result
of the Pledgor entering into this Agreement, be entitled to demand indemnification or
compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.






	7.	 	LIMITATIONS ON ENFORCEMENT






	7.1	 	The Pledgees shall be entitled to enforce the Pledges without limitation in respect of:






	 	(a)	 	all and any amounts which are owed under the Credit Documents by the Pledgor
itself or by any of its subsidiaries; and






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






	 	 	(in aggregate, the “Unlimited Enforcement Amount”).






	7.2	 	Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to Clause 7.1
above, the Pledgees shall not be entitled to enforce the Pledge against the Pledgor if and to
the extent that:






	 	(a)	 	the Pledges secure the obligations of a Grantor which is (x) a shareholder of
the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning
of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of
the Pledgor (other than the Pledgor and its subsidiaries); and
	 
	 	(b)	 	the enforcement would have the effect of (x) reducing the Pledgor’s net assets
(Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital
(Stammkapital) or, if the Net Assets are already an amount of less than its stated
share capital, of causing such amount to be further reduced and (y) would thereby
affect the assets required for the obligatory preservation of the Pledgor’s stated
share capital (Stammkapital) according to section 30, 31 German Limited Liability
Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided
that the amount of the stated share capital to be taken into consideration shall be the
amount registered in the commercial register at the date hereof, and any increase of
the stated share capital registered after the date of this Agreement shall only be
taken into account if such increase has been effected with the prior written consent of
the Collateral Agent.




- 12 -









 












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






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






	 	 	The Net Assets shall be determined in accordance with the generally accepted accounting
principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung)
and be based on the same principles that were applied by the Pledgor in the preparation of
its most recent annual balance sheet (Jahresbilanz).






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






	7.4	 	The limitations set out in Clause 7.2 above shall only apply if and to the extent that:






	 	(a)	 	without undue delay, but not later than within 5 business days, after receipt
of a notification by the Collateral Agent of its intention to enforce any of the
Pledges (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent
(x) to what extent such Pledges are up-stream or cross-stream security as described in
Clause 7.2 above and (y) which amount of such up-stream or cross-stream security cannot
be enforced as it would cause the net assets of the Pledgor to fall below its stated
share capital (taking into account the adjustments set out in Clause 7.3 above) and
such confirmation is supported by evidence reasonably satisfactory to the Collateral
Agent (the “Management Determination”) and the Collateral Agent has not contested this
and argued




- 13 -









 






	 	 	 	that no or a lesser amount would be necessary to maintain the Pledgor’s stated share
capital; or






	 	(b)	 	within 20 business days from the date the Collateral Agent has contested the
Management Determination, the Collateral Agent receives from the Pledgor an up to date
balance sheet prepared by a firm of auditors of international standard and reputation
(the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the
“Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles
set out in Clause 7.3 above, provided that the final sentence of Clause 7.3 above shall
not apply unless the Determining Auditors have in an independent assessment determined
that the assets of the Pledgor should be evaluated at liquidation values
(Liquidationswerte) in accordance with the generally accepted accounting principles
applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and
shall contain further information (in reasonable detail) relating to items to be
adjusted pursuant to Clause 7.3 above. If the Pledgor fails to deliver a Balance Sheet
within the aforementioned time period, the Pledgees shall be entitled to enforce the
Pledges irrespective of the limitations set out in Clause 7.2 above.






	7.5	 	If the Pledgees (acting through the Collateral Agent) disagree with the Balance Sheet, the
Collateral Agent and the Pledgees shall be entitled to enforce the Pledges up to the amount
which, according to the Balance Sheet, can be enforced in compliance with the limitations set
out in Clause 7.2 above. In relation to any additional amounts for which the Pledgor is liable
under this Agreement, the Collateral Agent and the Pledgees shall be entitled to further
pursue their claims (if any) and the Pledgor shall be entitled to prove that this amount is
necessary for maintaining its stated share capital (calculated as of the date the Pledgees
have given notice of their intention to enforce the security created under this Agreement).






	7.6	 	No reduction of the amount enforceable under this Clause 7 will prejudice the right of the
Collateral Agent and the Pledgees to continue enforcing the Pledges (subject always to the
operation of the limitations set out above at the time of such enforcement) until full
satisfaction to the claims secured.






	8.	 	UNDERTAKINGS OF THE PLEDGOR






	 	 	Unless otherwise permitted by the Principal Finance Documents, during the term of this
Agreement, the Pledgor undertakes to each of the Pledgees:






	8.1	 	subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank
releases any existing lien, including without limitation any pledge existing by operation of
its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of
set-off and right of retention in respect of the Accounts by countersigning and returning an
acknowledgement of notice of pledge substantially in




- 14 -









 






	 	 	the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Collateral
Agent.






	8.2	 	to instruct each Account Bank to provide the Collateral Agent following receipt by the
relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it
in respect of the Accounts and to that extent to release each Account Bank from its obligation
to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective
Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any
future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the
term of this Agreement, other than in respect of an Account which is closed or disposed of in
accordance with the terms of the Credit Documents;






	8.3	 	to notify the Collateral Agent (for and on behalf of the Pledgees) without undue delay
substantially in the form set out in Schedule 4 (Form of Notification of future Accounts) of
each new bank account opened by the Pledgor with a credit institution in the Federal Republic
of Germany in accordance with Clause 4 above including a designation, as applicable, whether
such new bank account is a Social Security Bank Account. For the avoidance of doubt, the
Pledgor is aware that any new bank account opened within the Federal Republic of Germany
(except in case of a Social Security Bank Account) will become an Account in the meaning of
this Agreement upon notice to the Account Bank and will be subject to the Pledge and the
obligations assumed by the Pledgor hereunder without any further agreement;






	8.4	 	to close any of the Accounts only upon giving 5 business days prior notice to the Collateral
Agent and provided that the Pledgees (acting through the Collateral Agent) have not given a
notice pursuant to Clause 5;






	8.5	 	to deliver to the Collateral Agent, within three months after the end of each calendar year
ending after January 2010, and at any time upon reasonable request of the Collateral Agent,
up-to date account statement sheets (Kontoauszüge) showing the balance on each of the
Accounts, provided that the Collateral Agent shall not request such information more than one
additional time in any one year prior to the occurrence of an Enforcement Event and while it
is continuing;






	8.6	 	with regard to any account books (Sparbücher) and any other documents which are necessary to
dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals
of such documents to the Collateral Agent without undue delay if the Pledgees (acting through
the Collateral Agent) have given a notice pursuant to Clause 5 and to deliver to the
Collateral Agent upon its reasonable request following such event without undue delay any
documents or other information concerning the Accounts, in particular (but not limited to) the
account opening documents and any agreements between the Account Bank and the Pledgor in
relation to the Accounts;




- 15 -









 












	8.7	 	not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder
Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account
Bank’s general business conditions (Allgemeine Geschäftsbedingungen)) without the prior
written consent of the Collateral Agent (such consent not to be unreasonably withheld);






	8.8	 	to inform the Collateral Agent without undue delay of any attachment (Pfändung) and any third
parties bringing claims in respect of any of the Accounts, such notice to be accompanied by
any documents the Pledgees (or any of them) might need to defend themselves against any claim
by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts,
the Pledgor undertakes to forward to the Collateral Agent without undue delay a copy of the
attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all
other documents necessary for a defence against the attachment. The Pledgor shall inform the
attaching creditor of the Pledges without undue delay;






	8.9	 	except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional
declarations or actions are necessary for the creation of the Pledges (or any of them), the
Pledgor shall, at the Collateral Agent’s reasonable request, make such declarations and
undertake such actions at the Pledgor’s costs and expenses; and






	8.10	 	except as otherwise agreed pursuant to the Principal Finance Documents, to confirm or
re-execute, upon reasonable request of the Collateral Agent, on the same terms as contained
herein, the Pledges created hereunder in order to ensure that any Future Pledgee shall receive
the benefit of such Pledges.






	9.	 	DELEGATION






	 	 	The Collateral Agent shall have full power to delegate (either generally or specifically)
the powers, authorities and discretions conferred on it by this Agreement on such terms and
conditions as it shall see fit. The Collateral Agent shall only remain liable for diligently
selecting and providing initial instructions to such delegate.






	10.	 	INDEMNITY




To the extent set out in the First Lien Intercreditor Credit 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, damages, expenses, demands, taxes, losses and costs which it may sustain as a
consequence of any breach by the Pledgor 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 Pledges.





- 16 -











 






	11.	 	NO LIABILITY
	 
	 	 	Except to the extent provided in the Principal Finance Documents, none of the Collateral
Agent, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any
action permitted by this Agreement or (b) any neglect or default in connection with the
assets and rights subject to the security interest created hereunder, save in respect of any
loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross
negligence (grobe Fahrlässigkeit) by the Collateral Agent, its nominee(s) or agent(s) or
delegate(s), or (c) the enforcement or realisation of all or any part of the security
interest created hereunder.
	 
	12.	 	DURATION AND INDEPENDENCE
	 
	12.1	 	This Agreement shall remain in full force and effect until complete satisfaction of the
Obligations. The Pledges shall not cease to exist, if the Grantors under the Credit Documents
have only temporarily discharged the Obligations.
	 
	12.2	 	This Agreement shall create a continuing security and no change, amendment, or supplement
whatsoever in the Credit Documents or in any document or agreement related to any of the
Credit Documents shall affect the validity or the scope of this Agreement nor the obligations
which are imposed on the Pledgor pursuant to it.
	 
	12.3	 	This Agreement is independent from any other security or guarantee which may have been or
will be given to the Pledgees or the Collateral Agent. None of such other security shall
prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.
	 
	12.4	 	Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security
created hereunder shall not be affected by any transfer or assumption of the Obligations to,
or by, any third party.
	 
	13.	 	RELEASE (PFANDFREIGABE)
	 
	13.1	 	Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as
instructed in accordance with the First Lien Intercreditor Agreement) and the other Pledgees
will as soon as reasonably practical declare in writing the release of the Pledges
(Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties
are aware that upon full and complete satisfaction of the Obligations the Pledges, due to
their accessory nature (Akzessorietät), cease to exist by operation of German mandatory law.
	 
	13.2	 	At any time when the total value of the aggregate security granted by the Pledgor and any of
the other Grantors to secure the Obligations (the “Security”), which can be expected to be
realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of
the Obligations (the “Limit”) not only temporarily, the




- 17 -









 












	 	 	Pledgees shall on demand of the Pledgor release such part of the Security
(Sicherheitenfreigabe) as the Collateral Agent (as instructed in accordance with the First
Lien Intercreditor Agreement) and the other Pledgees may in their reasonable discretion
determine so as to reduce the realisable value of the Security to the Limit.
	 
	13.3	 	The Collateral Agent (as instructed in accordance with the First Lien Intercreditor
Agreement) and the other Pledgees, acting through the Collateral Agent, will as soon as
reasonably practicable declare in writing the release of the Pledges (Pfandfreigabe) to the
Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.
	 
	14.	 	PARTIAL INVALIDITY; WAIVER
	 
	14.1	 	If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or
unenforceable in any respect under the law of any jurisdiction, such provision shall as to
such jurisdiction, be ineffective to the extent necessary without affecting or impairing the
validity, legality and enforceability of the remaining provisions hereof or of such provisions
in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to
be replaced with such valid, legal or enforceable provision which comes as close as possible
to the original intent of the parties and the invalid, illegal or unenforceable provision.
Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without
affecting or impairing the validity, legality and enforceability of the remaining provisions
hereof, be deemed to be filled in with such provision which comes as close as possible to the
original intent of the parties.
	 
	14.2	 	No failure to exercise, nor any delay in exercising, on the part of the Pledgees, any right
or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise thereof or the exercise
of any other right or remedy. The rights and remedies provided hereunder are cumulative and
not exclusive of any rights or remedies provided by law.
	 
	15.	 	AMENDMENTS
	 
	 	 	Changes and amendments to this Agreement including this Clause 15 shall be made in writing.
	 
	16.	 	NOTICES AND THEIR LANGUAGE
	 
	16.1	 	All notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent
by fax, as follows:







- 18 -









 






			
	 	 	 
	For the Pledgor:
	 	 SIG Beverages Germany GmbH






	 	 	 	 	 	 	 

	 

	 	Address:
	 	Weilheimer Straße 5

79761 Waldshut-Tiengen

Germany	 	 
	 
	 	 	 	 	 	 
	 

	 	Telephone:
	 	+49 7741 64 455	 	 
	 
	 	 	 	 	 	 
	 

	 	Fax:
	 	+49 7741 20 28	 	 
	 
	 	 	 	 	 	 
	 

	 	Attention:
	 	Managing Directors

(Geschäftsführung)	 	 
	 
	 	 	 	 	 	 
	For the Pledgor with a copy to:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	c/o Rank Group Limited

Level 9

148 Quay Street

PO Box 3515

Auckland 1140

New Zealand	 	 
	 
	 	 	 	 	 	 
	 

	 	Telephone:
	 	+649 3666 259	 	 
	 
	 	 	 	 	 	 
	 

	 	Fax:
	 	+649 3666 263	 	 
	 
	 	 	 	 	 	 
	 

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

	 	Address:
	 	101 Barclay Street, 4E	 	 
	 

	 	 	 	New York, N.Y. 10286	 	 
	 

	 	 	 	The United States of	 	 
	 

	 	 	 	America	 	 
	 
	 	 	 	 	 	 
	 

	 	Telephone:
	 	+212 298 1528	 	 
	 
	 	 	 	 	 	 
	 

	 	Fax:
	 	+212 815 5366	 	 
	 
	 	 	 	 	 	 
	 

	 	Attention:
	 	International Corporate Trust	 	 







	16.2	 	Any party hereto may change its address or fax number for notices and other communications
hereunder by notice to the other parties hereto. As agreed to in writing in accordance with
the First Lien Intercreditor Agreement, notices and other communications hereunder may also be
delivered by e-mail to the e-mail address of a representative of the applicable party to this
Agreement provided from time to time by such party.




- 19 -









 












	16.3	 	All notices and other communications given to any party in connection with this Agreement in
accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung)
received on the date sent (if a business day) and on the next business day thereafter (in all
other cases) if delivered by hand or overnight courier service or sent by fax or on the date
five business days after dispatch by certified or registered mail if mailed, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or
in accordance with the latest unrevoked direction from such party given in accordance with
this Clause 16.
	 
	16.4	 	Any notice or other communication under or in connection with this Agreement shall be in the
English language or, if in any other language, accompanied by a translation into English. In
the event of any conflict between the English text and the text in any other language, the
English text shall prevail.
	 
	17.	 	APPLICABLE LAW, JURISDICTION
	 
	17.1	 	This Agreement is governed by the laws of the Federal Republic of Germany.
	 
	17.2	 	The place of jurisdiction for any and all disputes arising under or in connection with this
Agreement shall be the district court (Landgericht) in Frankfurt am Main. The Pledgees
however, shall also be entitled to take action against the Pledgor in any other court of
competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or
more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction
(whether concurrently or not) if and to the extent permitted by applicable law.
	 
	18.	 	CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)
	 
	18.1	 	The parties to this Agreement may choose to conclude this Agreement by an exchange of signed
signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung)
by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.
	 
	18.2	 	If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause
18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of
Mr. Philipp Kropatscheck or Ms Corinna May (Philipp.Kropatscheck@cliffordchance.com or
Corinna.May@cliffordchance.com, fax: +49 69 7199 4000) (each a “Recipient”). The Agreement
will be considered concluded once any of the Recipients has actually received the signed
signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at
the time of the receipt of the last outstanding signature page(s).
	 
	18.3	 	For the purposes of this Clause 18 only, the parties to this Agreement appoint each
Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten)
each Recipient to collect the signed signature page(s) from all and for all




- 20 -









 












	 	 	parties to this Agreement. For the avoidance of doubt, the Recipients will have no further
duties connected with their position as Recipient. In particular, the Recipients may assume
the conformity to the authentic original(s) of the signature page(s) transmitted to it by
means of telecommunication, the genuineness of all signatures on the original signature
page(s) and the signing authority of the signatories.




- 21 -









 











SIGNATURE PAGE



This Account Pledge Agreement has been entered into on the date stated at the beginning by




	 	 	 	 	 
	SIG Beverages Germany GmbH
	 	 	 
	 
	 	 	 
	as Pledgor
	 	 	 
	 	 
	 	 	 
	By:	/s/ Mark Dunkley

	 	By:	 /s/ Philip West
	 

	 	 	 	 
	 	Name: MARK DUNKLEY 

Title: AUTHORISED SIGNATORY

	 	 	Name: PHILIP WEST

Title: AUTHORISED SIGNATORY






The Bank of New York Mellon



On its own behalf and on behalf of the parties listed in Part 1 of Schedule 1 hereto under a power
of attorney




	 	 	 	 	 

	By: 	/s/ Michael Lee

	 	By:	 
	 
	 	 	 	 
	 	Name: MICHAEL LEE

	 	 	Name:
	 	Title: SENIOR ASSOCIATE

	 	 	Title:






- 22 -









 






SCHEDULE
1



PART 1

LIST OF FINANCIAL INSTITUTIONS




	 	 	 
	Name	 	Domicile
	Australia and New Zealand Banking Group
Limited

	 	Melbourne, Australia
	 
	 	 
	BOS International (Australia) Limited

	 	Sydney, Australia
	 
	 	 
	Coöperatieve Centrale Raiffeisen —

Boerenleenbank B.A. (“Rabobank”),

Frankfurt Branch


	 	Frankfurt, Germany
	 
	 	 
	Credit Suisse, Cayman Island branch

	 	Cayman Islands
	 
	 	 
	DZ Bank AG Deutsche
Zentral-Genossenschaftsbank Frankfurt

am Main, London Branch


	 	London, United Kingdom
	 
	 	 
	Mizuho Corporate Bank, Ltd., Sydney
Branch

	 	Sydney, Australia
	 
	 	 
	Sumitomo Mitsui Banking Corporation,
Singapore Branch

	 	Singapore
	 
	 	 
	The Bank of New York Mellon

	 	New York, United States of America
	 
	 	 
	Westpac Banking Corporation

	 	Australia






PART 2

LIST OF ORIGINAL BORROWERS



SIG Euro Holding AG & Co. KGaA



Closure Systems International Holding Inc.



Closure Systems International B.V.



SIG Austria Holding GmbH



Reynolds Consumer Products Holdings Inc.



Reynolds Group Holdings Inc.








- 23 -









 




PART 3

LIST OF ORIGINAL GUARANTORS





SIG Euro Holding AG & Co. KGaA (Germany)



SIG Beverages Germany GmbH (Germany)



SIG Combibloc Holding GmbH (Germany)



SIG Vietnam Beteiligungs GmbH (Germany)



SIG Combibloc GmbH (Germany)



SIG Combibloc Systems GmbH (Germany)



SIG Combibloc Zerspanungstechnik GmbH (Germany)



SIG Information Technology GmbH (Germany)



SIG International Services GmbH (Germany)



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



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



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



Reynolds Group Holdings Limited (New Zealand)



SIG Combibloc Group AG (Switzerland)



SIG Finanz AG (Switzerland)



SIG Technology AG (Switzerland)



SIG allCap AG (Switzerland)



SIG Combibloc (Schweiz) AG (Switzerland)



SIG Schweizerische Industrie-Gesellschaft AG (Switzerland)



SIG Holding USA Inc. (USA)



SIG Combibloc Inc. (USA)



Reynolds Group Holdings Inc. (USA)



Reynolds Group Issuer Inc. (USA)



Reynolds Group Issuer LLC (USA)



Closure Systems International Holdings (Germany) GmbH (Germany)



Closure Systems International Deutschland GmbH (Germany)



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



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







- 24 -









 







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



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



Closure Systems International B.V. (The Netherlands)



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



Closure Systems International Holdings Inc. (Delaware, USA)



Closure Systems International Inc. (Delaware, USA)



Reynolds Packaging Machinery Inc. (Delaware, USA)



Closure Systems Mexico Holdings LLC (Delaware, USA)



CSI Mexico LLC (Delaware, USA)



Southern Plastics, Inc. (Louisiana, USA)



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



Reynolds Consumer Products Holdings Inc. (Delaware, USA)



Bakers Choice Products, Inc. (Delaware, USA)



Reynolds Consumer Products Inc. (Delaware, USA)



Reynolds Foil Inc. (Delaware, USA)



Reynolds Services Inc. (Delaware, USA)




PART 4

LIST OF ORIGINAL SENIOR SECURED NOTE GUARANTORS



SIG Euro Holding AG & Co. KGaA (Germany)



SIG Beverages Germany GmbH (Germany)



SIG Combibloc Holding GmbH (Germany)



SIG Vietnam Beteiligungs GmbH (Germany)



SIG Combibloc GmbH (Germany)



SIG Combibloc Systems GmbH (Germany)



SIG Combibloc Zerspanungstechnik GmbH (Germany)



SIG Information Technology GmbH (Germany)







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SIG International Services GmbH (Germany)



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



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



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



Reynolds Group Holdings Limited (New Zealand)



SIG Combibloc Group AG (Switzerland)



SIG Finanz AG (Switzerland)



SIG Technology AG (Switzerland)



SIG allCap AG (Switzerland)



SIG Combibloc (Schweiz) AG (Switzerland)



SIG Schweizerische Industrie-Gesellschaft AG (Switzerland)



SIG Holding USA Inc. (USA)



SIG Combibloc Inc. (USA)



Reynolds Group Holdings Inc. (USA)



Closure Systems International Holdings (Germany) GmbH (Germany)



Closure Systems International Deutschland GmbH (Germany)



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



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



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



Closure Systems International B.V. (The Netherlands)



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



Closure Systems International Holdings Inc. (Delaware, USA)



Closure Systems International Inc. (Delaware, USA)



Reynolds Packaging Machinery Inc. (Delaware, USA)



Closure Systems Mexico Holdings LLC (Delaware, USA)



CSI Mexico LLC (Delaware, USA)



Southern Plastics, Inc. (Louisiana, USA)



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







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Reynolds Consumer Products Holdings Inc. (Delaware, USA)



Bakers Choice Products, Inc. (Delaware, USA)



Reynolds Consumer Products Inc. (Delaware, USA)



Reynolds Foil Inc. (Delaware, USA)



Reynolds Services Inc. (Delaware, USA)





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SCHEDULE 2

LIST OF ACCOUNTS




PART 1 — LIST OF ACCOUNTS



	 	 	 	 	 	 	 	 	 
	(Sub-) Account	 	Bank Sort Code	 	Name and address	 	Type of	 	 
	No.	 	(Bankleitzahl)	 	of Account Bank	 	account	 	Currency
	[                    ]

	 	SWIFT: DEUTDEDDXXX 


IBAN:

DE24300700100336002100
	 	Deutsche Bank AG,

Königsallee 45-47,

40189 Düsseldorf
	 	Giro
	 	EUR
	 
	 	 	 	 	 	 	 	 
	[                    ]

	 	SWIFT: DEUTDEDDXXX


IBAN:

DE24300700100336002100
	 	Deutsche Bank AG,

Königsallee 45-47,

40189 Düsseldorf
	 	Giro
	 	CHF
	 
	 	 	 	 	 	 	 	 
	[                    ]

	 	SWIFT: DRESDEFF360


IBAN:

DE52360800800405434900
	 	Dresdner Bank AG,


Kampstraße 47,

44401 Dortmund
	 	Giro
	 	EUR






PART 2 — LIST OF EXCLUDED ACCOUNTS



Currently none



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SCHEDULE 3

FORM OF NOTICE OF PLEDGE




[Letterhead of Pledgor]



	 	 	 

	Absender/From:

	 	[Pledgor]
	 
	 	 
	An/To:

	 	[Account Bank]
	 
	 	 
	Datum/Date:

	 	[•]






	 	 	 

	Verpfändungsanzeige

	 	Notice of Pledge
	 
	 	 
	Betrifft: Konto Nr. [•]

	 	Re: Account No. [•]
	 
	 	 
	Sehr geehrte Damen und Herren,

	 	Dear Sirs,
	 
	 	 
	Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer
2.1 des hier in Kopie beigefügten
Kontenverpfändungsvertrags vom [•] (der
“Kontenverpfändungsvertrag”) alle Rechte und
Ansprüche bezüglich des o. g. Kontos und aller
sonstigen bei Ihnen geführten Konten (die
“Konten”) (inklusive aller Unterkonten,
etwaiger Neueröffnungen, Verlängerungen, Umbenennung
und Festgeldkonten) zu Gunsten von [Collateral Agent]
(der “Sicherheitentreuhänder”) und anderen
(zusammen die “Pfandgläubiger”) verpfändet
haben.

	 	We hereby give you notice
that pursuant to Clause
2.1 of a account pledge
agreement dated [•] (the
“Account Pledge
Agreement”), a copy of
which is attached hereto,
we have pledged in favour
of [Collateral Agent]
(the “Collateral Agent”)
and others (together the
“Pledgees”) all of our
rights and claims in
respect of the above
account and all other
accounts maintained with
you from time to time
(the “Accounts”)
(including all
sub-accounts thereof,
renewals, replacements,
redesignations and
related fixed deposit
accounts thereof).
	 
	 	 
	Die Verpfändung umfasst insbesondere alle Ansprüche
auf gegenwärtige und zukünftige Guthaben
(einschließlich Spareinlagen, Termineinlagen,
Festgeldeinlagen und Tagesgeldeinlagen) und positive
Salden sowie alle darauf anfallenden Zinsen.

	 	The pledges comprise in
particular all claims to
present and future cash
deposits (including
saving deposits, time
deposits, fixed deposits
and call money deposits)
and credit balances and
all claims to interest
payable in relation
thereto.
	 
	 	 
	Solange Sie als kontoführende Bank keine gegenteilige
Nachricht vom Sicherheitentreuhänder
erhalten, sind wir ermächtigt, über die
Konten und insbesondere die Kontenguthaben
zu verfügen. Im Fall des Erhalts einer entsprechenden
Nachricht sind Sie als kontoführende Bank gehalten,
keinerlei Verfügungen unsererseits über die
Konten und die Kontenguthaben mehr
zuzulassen.

	 	Until notice to the
contrary from the
Collateral Agent to be
served on you as account
bank, we may continue to
operate the Accounts and
in particular may dispose
over the amounts standing
to the credit thereof.
Upon receipt of such
aforesaid notice to the
contrary, you as account
bank shall not allow any
dispositions by us of the
Accounts and of the
amounts standing to the
credit thereof.
	 
	 	 
	Wir verzichten hiermit in bezug auf alle bei Ihnen
geführten Konten zu Gunsten der
Pfandgläubiger auf unser Recht auf

	 	We herewith waive all
rights of confidentiality
(Bankgeheimnis) in relation to all accounts held with you for the benefit of






- 29 -









 






	 	 	 

	Vertraulichkeit (Bankgeheimnis) und beauftragen und
ermächtigen Sie hiermit, nachdem Sie die o.g
Nachricht vom Sicherheitentreuhänder
erhalten haben, dem Sicherheitentreuhänder
auf sein Verlangen jede gewünschte Information im
Hinblick auf solche Konten zu geben.

	 	the Pledgees.
If you have received the
above notice from the
Collateral Agent we
hereby instruct and
authorise you to provide
the Collateral Agent with
any information requested
by it in respect of such
accounts.
	 
	 	 
	Diese Verpfändungsanzeige unterliegt deutschem Recht.

	 	This notice of pledge
shall be construed in
accordance with German
law.
	 
	 	 
	In Zweifelsfällen gilt die deutsche Fassung dieser
Verpfändungsanzeige.

	 	In cases of doubt the
German version of this
notice of pledge shall
prevail.
	 
	 	 
	Wir bitten Sie, die dieser Verpfändungsanzeige
beigefügte Empfangsbestätigung als Zeichen Ihres
Einverständnisses mit den hierin und in der
Empfangsbestätigung genannten Bestimmungen
unterzeichnet sowohl an uns als auch an den
Sicherheitentreuhänder (für die
Pfandgläubiger) zu senden. Die Adresse des
Sicherheitentreuhänders ist die folgende:

	 	Please sign the enclosed
Acknowledgement of Notice
of Pledge in order to
acknowledge receipt of
this notice and your
agreement to the terms
set out herein and in the
enclosed Acknowledgement
and return the same to us
and to the Collateral
Agent (for and on behalf
of the Pledgees). The
address of the Collateral
Agent is the following:
	 
	 	 
	[name and address of Collateral Agent].
	 
	 	 
	Mit freundlichen Grüßen

	 	Yours faithfully
	 
	 	 
	[Pledgor]
	 
	 	 
	 


	(Geschäftsführer/Managing Director)






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[Letterhead of Account Bank]




	 	 	 

	Absender/From:

	 	[Account Bank]
	 
	 	 
	An/ To:

	 	[Collateral Agent]

und/and

[Pledgor]
	 
	 	 
	Datum/ Date:

	 	[•]






	 	 	 

	Bestätigung des Empfangs einer 

Verpfändungsanzeige

	 	Acknowledgement of Notice of Pledge
	 
	 	 
	Betrifft: Konto Nr. [•]

	 	Re: Account No. [•]
	 
	 	 
	Sehr geehrte Damen und Herren,

	 	Dear Sirs,
	 
	 	 
	Wir bestätigen hiermit den Erhalt
der Verpfändungsanzeige vom [Datum]
sowie der Kopie des
Kontoverpfändungsvertrags vom [•]
und unser Einverständnis mit den
darin enthaltenen Bestimmungen.

	 	We hereby acknowledge receipt of the
notice of pledge dated [date] and of
a copy of the account pledge
agreement dated [•] and confirm our
agreement with the terms set out
therein.
	 
	 	 
	Wir versichern, dass wir keine
Verpfändungsanzeige bzgl. der
verpfändeten Konten erhalten haben
und uns mit Ausnahme unseres
AGB-Pfandrechts keine Rechte
Dritter an den verpfändeten Konten
bekannt sind.

	 	We confirm that we have neither
received any previous notice of
pledge relating to the pledged
accounts nor are we aware of any
third party rights in relation to the
accounts except for the right of
pledge arising pursuant to our
general business conditions.
	 
	 	 
	Wir verpflichten uns hiermit,
sowohl im eigenen Namen als auch
für unsere jeweiligen
Rechtsnachfolger, die in der
obengenannten Verpfändungsanzeige
enthaltenen Bestimmungen und
Anweisungen zu befolgen.

	 	We hereby confirm on behalf of
ourselves and our legal successors in
title that we will act in accordance
with the terms and instructions set
out in the notice of pledge referred
to above.
	 
	 	 
	Wir verzichten hiermit
unwiderruflich und bedingungslos
auf jegliche Aufrechnungs- und
Zurückbehaltungsrechte bzgl. der
Konten, wobei es unser Verständnis
ist, dass Saldierungen bei
Kontokorrentkonten weiterhin
vorgenommen und
Kontoführungsgebühren und
retournierte Schecks den Konten
weiterhin ohne Einschränkung
belastet werden dürfen.

	 	We hereby irrevocably and
unconditionally waive our rights in
respect of and agree not to make any
set-off from the Accounts or invoke
any rights of retention in relation
to the Accounts; it being understood
that the balancing of current
accounts shall be permitted and that
account-keeping fees and returned
cheques may furthermore be debited
without restriction.
	 
	 	 
	Des Weiteren erklären wir hiermit,
dass wir das aufgrund unserer
Allgemeinen Geschäftsbedingungen an
den Konten bestehende Pfandrecht
aufgeben.

	 	We hereby release the pledge granted
in our favour in respect of the
Accounts pursuant to our General
Business Conditions.






- 31 -









 






	 	 	 

	Dieses Schreiben unterliegt
deutschem Recht.

	 	This letter shall be construed in
accordance with German law.
	 
	 	 
	In Zweifelsfällen gilt die deutsche
Fassung dieses Schreibens.

	 	In cases of doubt the German version
of this letter shall prevail.
	 
	 	 
	Mit freundlichen Grüßen

	 	Yours faithfully
	 
	 	 
	[Account Bank]
	 	 
	 
	 	 
	_____________________________
	([Name des Unterzeichners/name of signatory])






- 32 -









 






SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS




	 	 	 

	From:

	 	[Pledgor]
	 
	 	 
	To:

	 	[Collateral Agent], on its own behalf and for and on behalf of the
Pledgees (as defined in the Account Pledge Agreement, as defined
below)
	 
	 	 
	Date:

	 	[Date of Notification]
	 
	 	 
	Re:

	 	Account pledge agreement dated [date of this Agreement] between us
as pledgor and you and others as pledgees (the “Account Pledge
Agreement”)





Dear Sirs,



In accordance with Clause 16.3 of the Account Pledge Agreement, we hereby give you notice that we
[will open/have opened] the following bank account (the “New Account”):




	 	 	 	 	 	 	 
	(Sub-) Account	 	Bank Sort Code	 	Name and address of Account	 	Type of
	No.	 	(Bankleitzahl)	 	Bank (the “Account Bank”)	 	Account
	[•]

	 	[•]
	 	[•]
	 	[•]





Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the
Account Pledge Agreement.



We hereby confirm that all our present and future rights and claims (whether conditional or
unconditional) arising against the Account Bank from or in relation to the New Account (as
specified in Clause 2.1 of the Account Pledge Agreement) are pledged to each of the Pledgees
pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge
that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also
apply for the New Account.



By way of an independent guarantee (selbstständiges Garantieversprechen), we make the
representations and warranties set out in Clauses 8.2 of the Account Pledge Agreement in respect of
the New Account.



[In accordance with Clause 16.3 of the Account Pledge Agreement, we enclose a copy of the notice of
pledge we have given to the Account Bank in respect of the New Account as well as an original copy
of the acknowledgement countersigned by the Account Bank.]







- 33 -









 







Yours faithfully




					
	 	


[Pledgor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Managing Director (Geschäftsführer) 	 
	 




- 34 -