exv4w51






EXHIBIT 4.51




	 	 	 

	 

	 	 

 
	 
	 

	 	 






SIG COMBIBLOC SYSTEMS GMBH

as Pledgor




THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee




THE INSTITUTIONS NAMED HEREIN

as Pledgees




 






SHARE PLEDGE AGREEMENT RELATING TO THE SHARES IN

SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH




(Geschäftsanteilsverpfändung)




 





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
	 	 	5	 
	2. Pledged Shares
	 	 	9	 
	3. Pledge
	 	 	10	 
	4. Scope of the Pledges
	 	 	11	 
	5. Purpose of the Pledges
	 	 	12	 
	6. Exercise of Membership Rights
	 	 	12	 
	7. Enforcement of the Pledges
	 	 	12	 
	8. Limitations on Enforcement
	 	 	14	 
	9. Approval and Confirmation
	 	 	17	 
	10. Undertakings of the Pledgor
	 	 	17	 
	11. Delegation
	 	 	18	 
	12. Indemnity
	 	 	18	 
	13. No Liability
	 	 	19	 
	14. Duration and Independence
	 	 	19	 
	15. Release of Pledge (Pfandfreigabe)
	 	 	20	 
	16. Partial Invalidity; Waiver
	 	 	20	 
	17. Amendments
	 	 	21	 
	18. Notices and their Language
	 	 	21	 
	19. Notification
	 	 	23	 
	20. Applicable Law, Jurisdiction
	 	 	23	 
	Schedule 1 List of Financial Institutions, Original Borrowers and Original Guarantors
	 	 	24	 
	Part 1 List of Financial Institutions
	 	 	24	 
	Part 2 List of Original Borrowers
	 	 	25	 
	Part 3 List of Original Guarantors
	 	 	26	 
	Part 4 List of Original Senior Secured Note Guarantors
	 	 	28	 
	Schedule 2 Copy of Shareholders List (Gesellschafterliste)
	 	 	30	 






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Deed Register No.    /   .



Notary certificates




R e c o r d e d




in [place of recording] on [date of recording]



Before me, the undersigning Notary in the district of the Higher Regional Court (Oberlandesgericht)
of [place of Higher Regional Court]




[Name of Notary Public]



with my
official place of business in [•]



appeared today:





	1.	 	[christian name and last name of representative], whose business address is [complete
business address], [and who identified [himself/herself] by presenting [his/her] [identity
card/passport] with the number [•]]/[and who is personally known to the notary].






	2.	 	[christian name and last name of representative], whose business address is [complete
business address], [and who identified [himself/herself] by presenting [his/her] [identity
card/passport] with the number [•]]/[and who is personally known to the notary].




The person appearing to 1. declared to make the following declarations not in [his/her] own name
but, excluding any personal liability, for and on behalf of





	 	 	SIG Combibloc Systems GmbH, having its business address at Rurstraße 58, 52441 Linnich,
Germany,






	 	 	presenting [an original power of attorney dated
[•]]/[a fax copy of the power of
attorney dated [•] promising to furnish the original as soon as possible]; and






	 	 	SIG Combibloc Zerspanungstechnik GmbH, a having its business address at Walkmühlenstraße
4-10, 53074 Aachen, Germany,






	 	 	presenting [an original power of attorney dated [•]]/[a fax copy of the power of attorney
dated [•] promising to furnish the original as soon as possible].




The person appearing to 2. declared to make the following declarations not in [his/her] own name
but, excluding any personal liability, for and on behalf of







- 2 -









 









	 	 	The Bank of New York Mellon, having its business address at 1 Wall Street, New York, N.Y.
10286, The United States of America,






	 	 	presenting [an original power of attorney dated
[•]]/[a fax copy of the power of
attorney dated [•] promising to furnish the original as soon as possible]; and






	 	 	[the institutions listed in Schedule 1 Part 1],






	 	 	presenting [the aforementioned [original]/[fax copy of the] power of attorney dated [•] as
substitute power of attorney (Untervollmacht) in connection with [an original]/[a fax] copy
of the power of attorney granted to The Bank of New York Mellon by the institutions listed
in Schedule 1 hereto in a first lien intercreditor agreement dated [•] [promising to furnish
the original as soon as possible]].]




Neither the Notary nor the proxies assume any liability as to the validity and/or the scope of the
powers of attorney presented.



The aforementioned original powers of attorney will be attached to this deed in copies which are
herewith certified.



The Notary convinced himself that the persons appearing are in adequate command of the English
language and declared that he is in command of the English language as well.



The persons appearing stated that the parties represented by them requested that this instrument be
recorded in the English language.



On being asked whether there had been any prior involvement by the Notary in terms of Section 3
para 1 no 7 of the German Notarisation Act (Beurkundungsgesetz) the provisions of which had been
explained by the Notary, the persons appearing said that there had been no such prior involvement.



Requesting its notarisation, the persons appearing then declared the following:







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



BETWEEN:





	(1)	 	SIG Combibloc Systems GmbH, a limited liability company (Gesellschaft mit beschränkter
Haftung) organised under the laws of the Federal Republic of Germany, having its business
address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial
register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 3935 (the
“Pledgor”);






	(2)	 	SIG Combibloc Zerspanungstechnik GmbH, a limited liability company (Gesellschaft mit
beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its
corporate seat in Aachen, Germany and its business address at Walkmühlenstraße 4-10, 53074
Aachen, Germany, which is registered in the commercial register (Handelsregister) of the local
court (Amtsgericht) of Aachen under HRB 3814 (the “Company);






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






	(4)	 	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 3 and 4 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




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	 	 	Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as
amended, varied, novated, supplemented, superseded or extended from time to time, the
“Senior Secured Note Indenture”), the Issuers will issue senior secured notes due 2016 in
the aggregate principal amount of USD 1,125,000,000 (the “US Secured Notes”) and senior
secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “Euro
Secured Notes” and together with the US Secured Notes the “Senior Secured Notes”) to certain
noteholders.






	(C)	 	The Pledgor has agreed to grant a pledge over its Shares (as defined below) in the Company
(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 Pledgees (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 Shares (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	 	In this Agreement:






	 	 	“Administrative Agent” means Credit Suisse Cayman Island branch, having its business address
at One Madison Avenue, New York, NY 10010, United States of America in its capacity as
administrative agent under the Credit Agreement and any successor appointed as
administrative agent under the Credit Agreement.






	 	 	“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




- 5 -









 






	 	 	(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.






	 	 	“Existing Shares” has the meaning given to such term in sub-Clause 2.1 hereof.






	 	 	“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 3.3 hereof as pledgee.






	 	 	“Future Shares” means all additional shares in the capital of the Company (irrespective
of their nominal value) which the Pledgor may acquire in the future in the event of a share
transfer, a share split, a share combination, an increase of the capital of the Company
(including by way of authorised capital (genehmigtes Kapital)) or otherwise.






	 	 	“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.






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




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	 	 	“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.




- 7 -









 












	 	 	“Loan Documents” shall mean the Credit Agreement, any borrowing subsidiary agreement and/or
guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank
guarantee relating to the Credit Agreement, any security documents relating to the Credit
Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each
Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any
agreement between a Grantor and a Cash Management Bank relating to Cash Management Services,
each Local Facility Agreement and any other document that may be entered into pursuant to
any of the foregoing in relation to the Credit Agreement.






	 	 	“Loan Parties” shall mean the Borrowers, the Original Guarantors and any entity which may
accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.






	 	 	“Local Facilities” means working capital facilities provided to a Grantor (other than
Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II
S.A. Beverage Packaging Holdings (Luxembourg) III S.à.r.l. and the Borrowers) by a Local
Facility Provider and “Local Facility” means any of them.






	 	 	“Local Facility Agreements” shall mean any agreement under which a Local Facility is
made available.






	 	 	“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG,
Commerzbank Aktiengesellschaft, Bank of America, N.A., 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” means each pledge constituted under this Agreement.






	 	 	“Pledgees” means the Original Pledgees and the Future Pledgees, and “Pledgee” means any
of them.




- 8 -









 












	 	 	“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.






	 	 	“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.






	 	 	“Shares” means the Existing Shares and the Future Shares.






	1.2	 	In this Agreement any reference in this Agreement to a “Clause” or a “sub-Clause” shall,
subject to any contrary indication, be construed as a reference to a Clause or sub-Clause
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.






	2.	 	 PLEDGED SHARES






	2.1	 	The Company has a nominal share capital (Stammkapital) of EUR 256,000 (in words: Euro two
hundred fifty-six thousand) which consists of one share (the “Existing Shares”).




- 9 -









 












	2.2	 	The Pledgor is the owner of the Existing Shares and is registered as such in the shareholders
list (Gesellschafterliste) of the Company as filed (aufgenommen) with the commercial register
(Handelsregister), a copy of which is attached as Schedule 2 (Copy of Shareholders List).






	3.	 	 PLEDGE






	3.1	 	The Pledgor hereby pledges to each of the Pledgees the Shares together with all ancillary
rights and claims associated with the Shares as more particularly specified in Clause 4 (each
a “Pledge” and together the “Pledges”).






	3.2	 	Each of the Original Pledgees hereby accepts its Pledge for itself.






	3.3	 	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 in connection with 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 (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.






	3.4	 	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.






	3.5	 	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 sub-Clause
3.3 above to the Company. Upon request of the Collateral Agent, the Pledgor shall without
undue delay give such notice and provide the Collateral Agent with a copy thereof.






	3.6	 	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.






	3.7	 	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.






	3.8	 	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




- 10 -









 






	 	 	(Vertragsübernahme)) of all or part of the Obligations by any Pledgee to a Future Pledgee.






	4.	 	SCOPE OF THE PLEDGES






	4.1	 	The Pledges constituted by this Agreement include:






	 	(a)	 	the present and future rights to receive:






	 	(i)	 	dividends attributable to the Shares, if any; and
	 
	 	(ii)	 	liquidation proceeds, redemption proceeds (Einziehungsentgelt),
repaid capital in case of a capital decrease, any compensation in case of
termination (Kündigung) and/or withdrawal (Austritt) of a shareholder of the
Company, the surplus in case of surrender (Preisgabe), any repayment claim for
any additional capital contributions (Nachschüsse) and all other pecuniary
claims associated with the Shares;






	 	(b)	 	the right to subscribe for newly issued shares; and
	 
	 	(c)	 	all other rights and benefits attributable to the Shares capable of being
pledged (verpfändbar) (including without limitation all present and future pecuniary
claims of the Pledgor against the Company arising under or in connection with any
domination and/or profit transfer agreement (Beherrschungs- und/oder
Gewinnabführungsvertrag) or partial profit transfer agreement
(Teilgewinnabführungsvertrag) which may be entered into between the Pledgor and the
Company).






	4.2	 	Notwithstanding that the items set out in Clause 4.1 above are pledged hereunder, the Pledgor
shall be entitled to receive and retain the items set out in Clause 4.1 in respect of, and
otherwise deal (in accordance with the agreements between the parties) with all items
described in Clause 4.1 hereof in respect of the Shares at all times other than any time the
Pledgees are entitled to enforce the Pledges constituted hereunder.






	4.3	 	On the date and during the period in which the Pledgees are entitled, in accordance with
Clause 7 (Enforcement of the Pledges) hereof, to enforce the Pledges (or any part thereof):






	 	(a)	 	all dividends paid or payable and any other property received, receivable or
otherwise distributed in respect of or in exchange for the Shares;
	 
	 	(b)	 	all dividends or other distributions or payments paid or payable in respect of
the Shares in connection with the partial or total liquidation or dissolution of the
Company or in connection with the reduction of the amount of the registered share
capital of the Company; and
	 
	 	(c)	 	all cash paid, payable or otherwise distributed in respect of the principal of,
or in redemption of, or in exchange for the Shares,




- 11 -









 






	 	 	 	shall be forthwith delivered to the Collateral Agent and held as security for and on behalf
of the Pledgees. If such proceeds or property are received by the Pledgor, they shall be
received as trustee for the benefit of the Pledgees and shall be segregated from other
property or funds of the Pledgor and shall be forthwith delivered to the Collateral Agent
for and on behalf of the Pledgees as security in the form so received (with any necessary
endorsement).






	5.	 	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.






	6.	 	EXERCISE OF MEMBERSHIP RIGHTS






	 	 	The membership rights, including the voting rights, attached to the Shares remain with the
Pledgor. The Pledgor may exercise its membership rights in any manner which does not
adversely affect the validity and enforceability of the Pledges, the existence of all or
part of the Shares or cause an Event of Default to occur. The Pledgor undertakes, unless
otherwise agreed between the parties, that no resolutions will be passed which would, if
passed, constitute a breach of its obligations under Clause 10 or any other obligation under
this Agreement.






	7.	 	ENFORCEMENT OF THE PLEDGES






	7.1	 	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.






	7.2	 	Notwithstanding Section 1277 of the German Civil Code, the Pledgees are entitled to exercise
their rights without obtaining 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, in particular have the Pledges sold
(including at public auction).






	7.3	 	The Pledgor hereby expressly agrees that 5 (five) business days’ prior written notice to the
Pledgor of the place and time of any such sale shall be sufficient and the Pledgees, acting
through the Collateral Agent, shall not be obliged to deliver any further notices (including,
but not limited to the notices set out under Section 1234 of the German Civil Code) to the
Pledgor prior to such sale. The sale may take place at any place in the Federal Republic of
Germany designated by the Collateral Agent, acting for and on behalf of the Pledgees.




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	7.4	 	If the Pledgees, acting through the Collateral Agent, should seek to enforce the Pledges
under sub-Clause 7.1, the Pledgor shall, at its own expense, render forthwith all necessary
assistance in order to facilitate the prompt sale of the Shares or any part thereof and/or the
exercise by the Pledgees, acting through the Collateral Agent, of any other right they may
have as Pledgee.






	7.5	 	Whilst the requirements for enforcement under sub-Clause 7.1 are continuing, all subsequent
dividend payments attributable to the Shares and all payments based on similar ancillary
rights attributed to the Shares may be applied by the Pledgees, acting through the Collateral
Agent, in satisfaction in whole or in part of the Obligations or treated as additional
collateral.






	7.6	 	Even if the requirements for enforcement referred to under sub-Clause 7.1 above are met, the
Pledgees shall not, whether as proxy or otherwise, be entitled to exercise the voting rights
attached to the Shares. However, the Pledgor shall, during the continuation of an event which
allows the Pledgees to enforce the Pledges, have the obligations and the Pledgees shall have
the rights set forth in sub-Clause 10.6 below regardless of which resolutions are intended to
be adopted.






	7.7	 	The Pledgees acting through the Collateral Agent, may, in their sole discretion, determine
which of several security interests, if applicable, shall be used to satisfy the Obligations.
The Pledgor hereby expressly waives its right pursuant to Section 1230 sentence 2 of the
German Civil Code to limit the realisation of the Pledges and pledges over the shares or
partnership interests in one or more other companies to such number of pledges as are
necessary to satisfy the Obligations and agrees further that the Collateral Agent may decide
to enforce the Pledges over the shares in the Company individually in separate proceedings or
together with pledges over shares or partnership interests in one or more other companies at
one single proceeding (Gesamtverwertung).






	7.8	 	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.






	7.9	 	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.






	7.10	 	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 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 the Company or the
Company’s affiliates or to assign any of these claims.






- 13 -











 






	8.	 	LIMITATIONS ON ENFORCEMENT






	8.1	 	The Pledgees shall be entitled to apply proceeds of an enforcement of the Pledges towards
satisfaction of the Obligations without limitation in respect of:






	 	(a)	 	all and any amounts which are owed under the Credit Documents by the Pledgor
itself, the Company or by any of their 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, the
Company or any of their 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”).






	8.2	 	Besides an application of proceeds from an enforcement of the Pledges towards satisfaction of
the Obligations in respect of the Unlimited Enforcement Amount pursuant to Clause 8.1 above,
the Pledgees shall not be entitled to apply proceeds of an enforcement of the Pledges towards
satisfaction of the Obligations but shall return to the Pledgor proceeds of an enforcement of
the Pledges 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 application of proceeds of an enforcement of the Pledges towards the
Obligations 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.






	8.3	 	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 




- 14 -









 






	 	 	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.






	8.4	 	The limitations set out in Clause 8.2 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 8.2 above and (y) which amount of proceeds of an enforcement of the Pledges
attributable to the enforcement of such up-stream or cross-stream security cannot be
applied towards satisfaction of the Obligations but would have to be returned to the
Pledgor as it would otherwise cause the Net Assets of the Pledgor to fall below its
stated share capital (taking into account the adjustments set out in Clause 8.3 above)
and such confirmation is supported by evidence reasonably satisfactory to the
Collateral Agent (the “Management Determination”) and the Collateral Agent has not
contested this and argued that no or a lesser amount would be necessary to maintain the
Pledgor’s stated share capital; or




- 15 -









 












	 	(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 8.3 above, provided that the final sentence of Clause 8.3 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 8.3 above. If the Pledgor fails to deliver a Balance Sheet
within the aforementioned time period, the Pledgees shall be entitled to apply the
proceeds of an enforcement of the Pledges towards satisfaction of the Obligations
irrespective of the limitations set out in Clause 8.2 above.






	8.5	 	If the Pledgees disagree with the Balance Sheet they shall be entitled to apply proceeds of
an enforcement of the Pledges in satisfaction of the Obligations up to an amount which,
according to the Balance Sheet, can be applied in satisfaction of the Obligations in
compliance with the limitations set out in Clause 8.2 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 that they intend to enforce the
security created under this Agreement).






	8.6	 	No reduction of the amount enforceable or applicable towards satisfaction of the Obligations
under this Clause 8 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.




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	9.	 	APPROVAL AND CONFIRMATION
	 
	 	 	The Pledgor as the sole shareholder of the Company hereby approves the Pledges over the
Shares and over any and all ancillary rights and claims associated with the Shares (as more
particularly specified in Clause 4) and pursuant to the articles of association of the
Company the Pledges are not subject to any approval of the Company.






	10.	 	UNDERTAKINGS OF THE PLEDGOR






	 	 	Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor
undertakes to each of the Pledgees:






	10.1	 	to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in
respect of the Shares;






	10.2	 	to inform the Collateral Agent promptly of any change made in the registered share capital of
the Company, or any changes made to the articles of association of the Company which would
materially adversely affect the security interest of the Collateral Agent and in each such
case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its
capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list
(Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as
filed (aufgenommen) with the commercial register (Handelsregister);






	10.3	 	to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the
registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the
shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register
(Handelsregister).






	10.4	 	to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any
attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in
sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees might need to
defend themselves against any claim of a third party. In particular, the Pledgor shall
promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss),
any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence
against the attachment;






	10.5	 	in the event of any increase in the capital of the Company, not to allow, without the prior
written consent of the Pledgees, acting through the Collateral Agent (such consent not to be
unreasonably withheld), any party other than himself to subscribe for any Future Shares, and
not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder;






	10.6	 	to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all
matters concerning the Company of which the Pledgor is aware which would materially adversely
affect the security interest of the Pledgees. In particular, the Pledgor shall notify the
Pledgees, by notification in writing to the Collateral Agent,




- 17 -









 






	 	 	forthwith of any shareholders’
meeting at which a shareholders’ resolution is intended to be adopted which would have a
materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the
occurrence and during the continuance of any of the circumstances which permit the Pledgees to
enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the
case may be, their proxy or any other person designated by the Pledgees, to participate in all
such shareholders’ meetings of the Company as attendants without power to vote. Subject to the
provision contained in sub-Clause 14.1, the Pledgees’ right to attend a shareholders’ meeting
shall lapse immediately upon complete satisfaction and discharge of the Obligations;






	10.7	 	to refrain from any acts or omissions, the purpose or effect of which is or would be the
dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the
Pledgees (acting reasonably), acting through the Collateral Agent;






	10.8	 	not to amend the articles of association of the Company to the extent that such amendment
would materially adversely affect the security interest of the Pledgees created hereunder
without the prior written consent of the Pledgees, acting through the Collateral Agent (such
consent not to be unreasonably withheld);






	10.9	 	insofar as additional declarations or actions are necessary for the creation of the Pledges
(or any of them) in favour of the Pledgees (or any of them), to make such declarations and
undertake such actions at its own costs and expenses at the Collateral Agent’s reasonable
request; and






	10.10	 	upon reasonable request of the Collateral Agent to confirm or re-execute in notarial form 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.






	11.	 	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.






	12.	 	INDEMNITY






	 	 	The Pledgor shall reimburse the Collateral Agent (which, for purposes of this Clause 1212,
shall include its officers, directors, employees, agents and counsel) upon request for all
properly incurred, reasonable and documented out-of-pocket expenses incurred or made by it
in connection with the Credit Documents. Such expenses shall include the properly incurred,
reasonable and documented compensation and expenses, disbursements and advances of the
Collateral Agent’s agents, counsel, accountants and experts. The Pledgor shall indemnify the
Collateral Agent against any and all loss, liability, claim, taxes, costs, damage or expense
(including properly incurred, reasonable and documented attorneys’ fees and expenses)
incurred by or in connection with the acceptance or administration of the Collateral Agent’s




- 18 -









 






	 	 	performance of its duties under this Agreement and under German law, including the costs and
expenses of enforcing this Agreement and defending itself against or investigating any
claim. The obligation to pay such amounts shall survive the payment in full or defeasance of
the Obligations or the removal or resignation of the Collateral Agent. The Collateral Agent
shall notify Reynolds Group Holdings Limited of any claim for which it may seek indemnity
promptly upon obtaining actual knowledge thereof; provided that any failure so to notify
Reynolds Group Holdings Limited shall not relieve the Pledgor of its indemnity obligations
hereunder. The Pledgor may defend itself against such claim and the Collateral Agent shall
provide reasonable cooperation in such defense. The Collateral Agent may have separate
counsel and the Pledgor shall pay the properly incurred, reasonable and documented fees and
expenses of such counsel. The Pledgor need not reimburse any expense or indemnify against
any loss, liability or expense incurred by the Collateral Agent through the Collateral
Agent’s own wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit). No
provision of this Agreement shall require the Collateral Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or
adequate indemnity against such risk or liability is not assured to its satisfaction.






	13.	 	NO LIABILITY
	 
	 	 	Except as otherwise agreed between the parties to this Agreement, 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..






	14.	 	DURATION AND INDEPENDENCE






	14.1	 	This Agreement shall remain in full force and effect until complete satisfaction of the
Obligations. The Pledges shall not cease to exist, if any Grantor under the Credit Documents
has only temporarily discharged the Obligations.






	14.2	 	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.






	14.3	 	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.




- 19 -









 












	14.4	 	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.






	15.	 	RELEASE OF PLEDGE (PFANDFREIGABE)






	15.1	 	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 practicable 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.






	15.2	 	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 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.






	15.3	 	The parties acknowledge that the Collateral Agent (as instructed in accordance with the First
Lien Intercreditor Agreement) and the other Pledgees, acting through the Collateral Agent,
will declare in writing the release of the Pledges (Pfandfreigabe) to the Pledgor as soon as
reasonably practicable in accordance with, and to the extent required by, the Intercreditor
Arrangements.






	16.	 	PARTIAL INVALIDITY; WAIVER






	16.1	 	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.






	16.2	 	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 




- 20 -









 






	 	 	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.






	16.3	 	In particular, the Pledges shall not be affected and shall in any event extend to any and all
shares in the Company even if the number or nominal value of the Existing Shares or the
aggregate share capital of the Company as stated in Clause 2 are inaccurate or deviate from
the actual facts.






	17.	 	AMENDMENTS






	 	 	Changes and amendments to this Agreement including this Clause 17 shall be made in writing
except where notarisation is required.






	18.	 	NOTICES AND THEIR LANGUAGE






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





	 	 	 	 	 	 	 

	For
the Pledgor:
	 	SIG Combibloc Systems GmbH
	 

	 	Address:
	 	Rurstraße 58, 52441

Linnich, Germany,	 	 
	 

	 	Telephone:
	 	+49 2462 79 0	 	 
	 

	 	Fax:
	 	+49 2462 79 2519	 	 
	 

	 	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	 	 






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	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	 	 







	18.2	 	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 by the parties,
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.
	 
	18.3	 	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 18 or
in accordance with the latest unrevoked direction from such party given in accordance with
this Clause 18.
	 
	18.4	 	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.




- 22 -









 












	19.	 	NOTIFICATION
	 
	19.1	 	The Pledgor and the Pledgees hereby give notice of this Agreement and the Pledges of the
rights pursuant to Clause 3 and Clause 4 to the Company.
	 
	19.2	 	The Company hereby acknowledges the notification pursuant to Clause 19.1 above.
	 
	20.	 	APPLICABLE LAW, JURISDICTION
	 
	20.1	 	This Agreement is governed by the laws of the Federal Republic of Germany.
	 
	20.2	 	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.




The Notary advised the persons appearing:





	•	 	that a pledge is a security instrument of strictly accessory nature (which means that it
comes into legal existence only if, to the extent that, and as long as, the underlying secured
claims do in fact exist, and that the owners of the secured claims and the pledgees must be
identical);
	 
	•	 	that notwithstanding Section 16 para 3 German Limited Liability Companies Act (Gesetz
betreffend die Gesellschaften mit beschränkter Haftung) there is no bona fide creation,
acquisition nor ranking of a pledge of shares (in the sense that the pledgees are not
protected if the shares purported to be pledged do not exist or have been previously
encumbered for the benefit of a third party); and






	•	 	that the English original version of this Agreement will not be acceptable for enforcement
but will have to be translated, by a certified translator, into German for such purposes.




The above Agreement including the Schedules was read aloud by the Notary to the persons appearing,
approved by them and signed by the persons appearing and by the Notary in their own hand as
follows:






- 23 -









 








SCHEDULE 1

LIST OF FINANCIAL INSTITUTIONS, ORIGINAL BORROWERS AND ORIGINAL
GUARANTORS



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






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PART 2

LIST OF ORIGINAL BORROWERS



SIG Euro Holding AG & Co. KG aA



Closure Systems International Holding Inc.



Closure Systems International B.V.



SIG Austria Holding GmbH



Reynolds Consumer Products Holdings Inc.



Reynolds Group Holdings Inc.






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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)




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Reynolds Group Issuer LLC (USA)



Closure Systems International Holdings (Germany) GmbH (Germany)



Closure Systems International Deutschland GmbH (Germany)



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



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



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



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



Closure Systems International B.V. (The Netherlands)



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



Closure Systems International Holdings Inc. (Delaware, USA)



Closure Systems International Inc. (Delaware, USA)



Reynolds Packaging Machinery Inc. (Delaware, USA)



Closure Systems Mexico Holdings LLC (Delaware, USA)



CSI Mexico LLC (Delaware, USA)



Southern Plastics, Inc. (Louisiana, USA)



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



Reynolds Consumer Products Holdings Inc. (Delaware, USA)



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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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)



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)





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



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



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



Closure Systems International B.V. (The Netherlands)



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



Closure Systems International Holdings Inc. (Delaware, USA)



Closure Systems International Inc. (Delaware, USA)



Reynolds Packaging Machinery Inc. (Delaware, USA)



Closure Systems Mexico Holdings LLC (Delaware, USA)



CSI Mexico LLC (Delaware, USA)



Southern Plastics, Inc. (Louisiana, USA)



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



Reynolds Consumer Products Holdings Inc. (Delaware, USA)



Bakers Choice Products, Inc. (Delaware, USA)



Reynolds Consumer Products Inc. (Delaware, USA)



Reynolds Foil Inc. (Delaware, USA)



Reynolds Services Inc. (Delaware, USA)









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SCHEDULE 2

COPY OF SHAREHOLDERS LIST (GESELLSCHAFTERLISTE)



Information was provided in pdf format only.





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