exv4w89






EXHIBIT 4.89




REYNOLDS GROUP HOLDINGS LIMITED 
 Chargor




THE BANK OF NEW YORK MELLON
 Collateral Agent




 






GENERAL SECURITY DEED




 





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










 









 








CONTENTS




	 	 	 	 	 

	1. INTERPRETATION
	 	 	1	 
	2. SECURITY
	 	 	4	 
	3. NEGATIVE COVENANT
	 	 	6	 
	4. LIEN ENFORCEABLE
	 	 	6	 
	5. COLLATERAL AGENT MAY REMEDY BREACH
	 	 	6	 
	6. ENFORCEMENT BY COLLATERAL AGENT
	 	 	6	 
	7. APPOINTMENT OF RECEIVER
	 	 	6	 
	8. DELEGATION
	 	 	8	 
	9. PROTECTION OF PERSONS DEALING WITH COLLATERAL AGENT OR RECEIVER
	 	 	8	 
	10. PROTECTION OF COLLATERAL AGENT, RECEIVER OR OTHER PERSON
	 	 	9	 
	11. ATTORNEY
	 	 	9	 
	12. ASSIGNMENT
	 	 	10	 
	13. NOTICES
	 	 	10	 
	14. RELEASE AND REINSTATEMENT
	 	 	11	 
	15. PPSA RIGHTS
	 	 	11	 
	16. APPLICATION OF PLA AND OTHER LAWS
	 	 	12	 
	17. INDEMNITY
	 	 	13	 
	18. MISCELLANEOUS
	 	 	13	 
	19. GOVERNING LAW AND JURISDICTION
	 	 	14	 
	20. COUNTERPARTS
	 	 	14	 






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DEED dated 5 November 2009




MADE BY





	 	 	REYNOLDS GROUP HOLDINGS LIMITED incorporated under the laws of New Zealand and having its
registered office at C/- Bell Gully, Level 22, Vero Centre, 48 Shortland Street, Auckland
(“Chargor”)





IN FAVOUR OF





	 	 	THE BANK OF NEW YORK MELLON, 101 Barclay Street, 4E, New York, N.Y. 10286 as Collateral
Agent (as defined below)





COVENANTS





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions in the First Lien Intercreditor Agreement: Words and expressions defined in the
First Lien Intercreditor Agreement and used in this deed shall, unless otherwise defined
herein or the context otherwise requires, have the meanings given to them in the First Lien
Intercreditor Agreement.
	 
	1.2	 	Definitions: In addition, in this deed, unless the context otherwise requires:
	 
	 	 	“Agreed Security Principles” has the meaning it is given in the Credit Agreement and the
Senior Secured Note Indenture and to the extent of any inconsistency the meaning it is
given in the Credit Agreement shall prevail.
	 
	 	 	“Collateral Agent” means The Bank of New York Mellon in its capacity as collateral agent
under the First Lien Intercreditor Agreement, and includes its successors and permitted
assigns in such capacity.
	 
	 	 	“Companies Act” means the Companies Act 1993.
	 
	 	 	“Credit Agreement” means the Credit Agreement dated on or about the date of this deed,
among Reynolds Consumer Products Holdings Inc., Reynolds Group Holdings Inc., SIG Euro
Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems
International B.V. and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings
Limited, the lenders from time to time party thereto and Credit Suisse, as administrative
agent, as amended, extended, restructured, renewed, novated, supplemented, restated,
refunded, replaced or modified from time to time.
	 
	 	 	“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Collateral
Agent.
	 
	 	 	“Enforcement Event” means an “Event of Default” under, and as defined in, the First Lien
Intercreditor Agreement.
	 
	 	 	“Existing Intercreditor Agreement” means the Intercreditor Agreement dated as of 11 May
2007, as amended by a letter dated as of 21 June 2007 and a further letter dated as of 29
June 2007, among Reynolds Group Holdings Limited (formerly known as Rank Group Holdings
Limited), Beverage Packaging Holdings (Luxembourg) I S.A. (formerly known as Rank Holdings
I S.A.), the senior lenders party thereto, the senior issuing




 









 






	 	 	banks party thereto, the subordinated bridging lenders party thereto and Credit Suisse, as
security agent, subordinated bridging agent and security trustee.
	 
	 	 	“First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated on
or about the date of this deed, among the Collateral Agent, The Bank of New York Mellon,
as trustee under the Senior Secured Note Indenture, Credit Suisse, as administrative agent
under the Credit Agreement, and the Loan Parties, as amended, novated, supplemented,
restated or modified from time to time.
	 
	 	 	“Intercreditor Arrangements” means the First Lien Intercreditor Agreement, the Existing
Intercreditor Agreement and any other document that is designated by the Loan Parties’
Agent and the Collateral Agent as an intercreditor agreement, in each case, as amended,
novated, supplemented, restated, replaced or modified from time to time.
	 
	 	 	“Issuers” means the “Issuers” under, and as defined in, the Senior Secured Note Indenture,
including their successors in interest.
	 
	 	 	“Lien” has the meaning it is given in the First Lien Intercreditor Agreement.
	 
	 	 	“Loan Documents” means the “Credit Documents” under, and as defined in, the First Lien
Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and
the Collateral Agent as a Loan Document.
	 
	 	 	“Loan Parties” means the “Grantors” under, and as defined in, the First Lien Intercreditor
Agreement.
	 
	 	 	“Loan Parties’ Agent” means Reynolds Group Holdings Limited (formerly known as Rank Group
Holdings Limited).
	 
	 	 	“Other Property” has the meaning given to it in clause 2.1, and a reference to Other
Property includes any part of it.
	 
	 	 	“Personal Property” has the meaning given to it in clause 2.1, and a reference to Personal
Property includes any part of it.
	 
	 	 	“PLA” means the Property Law Act 2007.
	 
	 	 	“PPSA” means the Personal Property Securities Act 1999.
	 
	 	 	“Principal Finance Documents” means the Credit Agreement, the Senior Secured Note
Indenture, the Intercreditor Arrangements and any Additional Agreement.
	 
	 	 	“Receiver” means a receiver, or receiver and manager, appointed by the Collateral Agent
under this deed.
	 
	 	 	“Secured Liabilities” means all present and future obligations and liabilities (whether
actual or contingent and whether owed jointly or severally or in any other capacity
whatsoever) of each Loan Party and each grantor of a security interest to the Secured
Parties (or any of them) under each or any of the Loan Documents, together with all costs,
charges and expenses incurred by any Secured Party in connection with the protection,
preservation or enforcement of its respective rights under the Loan Documents or any other
document evidencing or securing any such liabilities.
	 
	 	 	“Secured Parties” means the “Secured Parties” under, and as defined in, the First Lien
Intercreditor Agreement.





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	 	 	“Secured Property” means the Personal Property and the Other Property and a reference to
Secured Property includes any part of it.
	 
	 	 	“Senior Secured Note Indenture” means the Indenture dated on or about the date of this
deed, among the Issuers, the Note Guarantors (as defined therein) and The Bank of New York
Mellon, as trustee, principal paying agent, transfer agent and registrar, as amended,
extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or
modified from time to time.
	 
	1.3	 	References: Except to the extent that the context otherwise requires, any reference in this
deed to:
	 
	 	 	“disposal” includes any sale, assignment, exchange, transfer, concession, loan, lease,
surrender, licence, reservation, waiver, compromise, release, dealing or parting with
possession, or the granting of any option, security, right or interest whatever, or any
agreement for any of the same, and “dispose” means to make a disposal, and “acquisition”
and “acquire” shall be construed accordingly.
	 
	 	 	a “government agency” includes any government or any governmental, semi-governmental or
judicial entity or authority.
	 
	 	 	a “law” includes common or customary law and any constitution, decree, judgment,
legislation, order, ordinance, regulation, by-law, statute, treaty or other legislative
measure.
	 
	 	 	a “person” includes an individual, firm, company, corporation, unincorporated body of
persons, organisation or trust, and any government agency, in each case whether or not
having separate legal personality.
	 
	 	 	“written” and “in writing” include all means of reproducing words in a tangible and
permanently visible form.
	 
	1.4	 	PLA references: The expressions “further advance by way of financial accommodation”,
“mortgage debenture”, “stated priority limit” and “subsequent mortgage” have the respective
meanings given to them under, or in the context of, the PLA.
	 
	1.5	 	PPSA references: The expressions “accession”, “account receivable”, “financing statement”,
“financing change statement”, “personal property”, “security interest” and “verification
statement” have the respective meanings given to them under, or in the context of, the PPSA.
	 
	1.6	 	Miscellaneous:






	 	(a)	 	Headings are inserted for convenience only and do not affect interpretation
of this deed.
	 
	 	(b)	 	Unless the context otherwise requires, the singular includes the plural and
vice versa and words denoting individuals include other persons and vice versa.
	 
	 	(c)	 	A reference to any legislation includes any statutory regulations, rules,
orders or instruments made or issued pursuant to that legislation and any amendment
to, re-enactment of, or replacement of, that legislation.
	 
	 	(d)	 	Except where inconsistent with the context, the expression “at any time”
also means from time to time.





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	 	(e)	 	A reference to any document includes reference to that document as amended,
extended, restructured, renewed, restated, refunded, modified, novated, supplemented,
varied or replaced from time to time.
	 
	 	(f)	 	A reference to any party to a Loan Document or any other document includes
its successors and permitted assigns.
	 
	 	(g)	 	Unless otherwise stated, reference to a clause, section or schedule is a
reference to a clause or section of, or schedule to, this deed.






	1.7	 	Capacity: The Collateral Agent enters into this deed in its capacity as collateral agent for
the Secured Parties.
	 
	2.	 	SECURITY
	 
	2.1	 	Charging clause: As security for the payment, delivery, performance and observance of the
Secured Liabilities, the Chargor:






	 	(a)	 	grants a security interest in all of the Chargor’s present and
after-acquired personal property, and all of the Chargor’s present and future rights
in relation to any personal property (“Personal Property”), to the Collateral Agent
(which, so far as it concerns each security interest over or in respect of any
present or future account receivable and present and future rights in relation to any
account receivable, shall take effect as a transfer (as “transfer” is used in the
context of and for the purposes of the PPSA));
	 
	 	(b)	 	charges all of the Chargor’s present and future interest in, and all of the
Chargor’s present and future rights in relation to, any land and any other property,
other than any Personal Property to which the PPSA applies (“Other Property”), in
favour of the Collateral Agent; and
	 
	 	(c)	 	agrees to mortgage all of the Chargor’s present and future interests in any
land to the Collateral Agent.






	2.2	 	Priority:






	 	(a)	 	The security interest granted in Personal Property has the same priority in
respect of all Secured Liabilities, including future advances.
	 
	 	(b)	 	For the purposes of sections 91, 92 and 93 of the PLA:






	 	(i)	 	the Chargor acknowledges that this deed secures further
advances by way of financial accommodation up to a stated priority limit;
and
	 
	 	(ii)	 	the maximum amount for which this deed has priority in
relation to any subsequent mortgage is US$7,500,000,000 plus interest (and
accordingly such amount is the stated priority limit).






	 	(c)	 	Nothing in clause 2.2(b) is to be construed as limiting either the Secured
Liabilities or the amount of the Secured Liabilities.






	2.3	 	Continuing security: This deed is a continuing security in respect of the Chargor and shall
operate irrespective of any intervening payment, settlement of account or other matter or
thing whatever, until a final release has been signed by the Collateral Agent and delivered to
the Chargor in accordance with clause 14.





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	2.4	 	Nature of charge over Other Property: The charge under this deed is a fixed charge in
respect of all Other Property of the Chargor, except where, but only to the extent that, that
charge is not legally and fully effective as a fixed charge, in which event that charge shall
be a floating charge.
	 
	2.5	 	Automatic crystallisation: Any floating charge shall become a fixed charge automatically and
immediately in respect of all Other Property subject to that floating charge:






	 	(a)	 	without the need for any notice or act by the Collateral Agent, if an
Enforcement Event occurs; and
	 
	 	(b)	 	in respect of any such Other Property specified in any notice which may be
given by the Collateral Agent (acting reasonably) to the Chargor at any time if, in
the opinion of the Collateral Agent, that Other Property is at risk of being seized,
taken or becoming subject to any Lien (other than a Lien permitted under the
Principal Finance Documents.






	2.6	 	Automatic de-crystallisation: Any floating charge that has become a fixed charge in
accordance with clause 2.5(a) shall revert to a floating charge automatically and immediately
if no Enforcement Event is continuing.
	 
	2.7	 	Other securities:






	 	(a)	 	This deed is collateral to each other Lien (whenever executed or given)
which is at any time held by a Secured Party in respect of the Secured Liabilities.
	 
	 	(b)	 	The Collateral Agent or any other Secured Party may exercise any of its
rights, powers and remedies under this deed and any such other Lien separately or
concurrently.
	 
	 	(c)	 	Nothing in this deed shall discharge, abate or prejudice any other Lien at
any time held by any person.






	2.8	 	Further assurance: Subject to the Agreed Security Principles, the Chargor shall deliver to
the Collateral Agent any transfer, assignment, Lien, instrument, or other deed or document,
and shall do any other thing, which the Collateral Agent reasonably requires to enable it to:






	 	(a)	 	ensure the Secured Property is subject to an effective security;
	 
	 	(b)	 	perfect the Chargor’s title to any of its Secured Property;
	 
	 	(c)	 	perfect the Lien intended to be created by this deed, including, without
limitation, in accordance with the provisions of the PPSA;
	 
	 	(d)	 	more satisfactorily secure to the Collateral Agent the Secured Liabilities,
including the granting of fixed or specific Liens;
	 
	 	(e)	 	if an Enforcement Event has occurred and is continuing, transfer to, or
vest in, the Collateral Agent (or any purchaser from the Collateral Agent or a
Receiver) any of the Secured Property;
	 
	 	(f)	 	if an Enforcement Event has occurred and is continuing, facilitate the
realisation of any of the Secured Property;




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	 	(g)	 	exercise all or any of the rights, powers and remedies conferred on the
Collateral Agent or a Receiver by this deed or by law; and
	 
	 	(h)	 	secure to the Collateral Agent the full benefit of the provisions of this
deed.






	3.	 	NEGATIVE COVENANT
	 
	 	 	The Chargor shall not change its name without first notifying the Collateral Agent of the
new name not less than 7 business days before the change takes effect.
	 
	4.	 	LIEN ENFORCEABLE
	 
	4.1	 	The Lien created by this deed shall become enforceable if any Enforcement Event has occurred
and is continuing.
	 
	5.	 	COLLATERAL AGENT MAY REMEDY BREACH
	 
	5.1	 	If the Chargor fails to comply with any of its obligations under this deed, the Collateral
Agent may and shall if so instructed by the Applicable Representative, after giving 14 days’
notice to the Chargor, (without prejudice to the Collateral Agent’s other rights, powers and
remedies) pay all amounts and do all such other things as it deems necessary or desirable to
remedy any such default or otherwise protect the Lien created by this deed, provided that the
Collateral Agent is indemnified and/or secured and/or prefunded to its satisfaction.
	 
	6.	 	ENFORCEMENT BY COLLATERAL AGENT
	 
	6.1	 	At any time if an Enforcement Event has occurred and is continuing, the Collateral Agent may
and shall if so instructed by the Applicable Representative (without it being necessary to
appoint a Receiver under this deed and without prejudice to any other rights, powers or
remedies it may have under this deed or by law) by notice to the Chargor:






	 	(a)	 	declare the Secured Liabilities to be due and payable, whereupon they shall
become immediately due and payable;
	 
	 	(b)	 	exercise any of the powers which are conferred upon a Receiver by clause
7.2 or by law; and
	 
	 	(c)	 	pay any expenses incurred in the exercise of any of such powers out of the
revenue from, or proceeds of realisation of, the Secured Property of the Chargor.






	7.	 	APPOINTMENT OF RECEIVER
	 
	7.1	 	Power to appoint Receiver: The Collateral Agent may and shall if so instructed by the
Applicable Representative (whether or not the Collateral Agent has exercised any of its powers
under clause 6.1):






	 	(a)	 	at any time if an Enforcement Event has occurred and is continuing; or
	 
	 	(b)	 	at the Chargor’s request (in which case it shall),





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	 	 	appoint in writing any person or persons (whether an officer of the Collateral Agent or
the Chargor or not) to be Receiver of all or any of the Secured Property. A Receiver
shall be the agent of the Chargor, and the Chargor alone shall be responsible for the acts
and defaults of the Receiver. The Collateral Agent may remove any Receiver and may
appoint a new Receiver in place of a Receiver who has been removed, retired or died, or in
addition to a Receiver already appointed.
	 
	7.2	 	Powers of Receiver: Every Receiver appointed in respect of any Secured Property of the
Chargor shall (in addition to the powers which a receiver, or receiver and manager, has at
law) have power to do all or any of the following things, in such manner and on such terms and
conditions as the Receiver thinks fit:






	 	(a)	 	enter upon and take possession of that Secured Property;
	 
	 	(b)	 	carry on, or concur in carrying on, any business of the Chargor;
	 
	 	(c)	 	carry out necessary repairs, effect insurances, and do anything else which
the Chargor could do in the conduct of its business;
	 
	 	(d)	 	employ, appoint and terminate the employment or appointment of, any
officer, manager, employee or agent;
	 
	 	(e)	 	dispose, or agree to the disposal, of any interest in that Secured
Property;
	 
	 	(f)	 	give receipts for money, and do all acts, matters and things which the
Receiver thinks proper for realising that Secured Property;
	 
	 	(g)	 	acquire an interest in any asset to form part of that Secured Property;
	 
	 	(h)	 	compromise, settle or submit to arbitration any accounts, claims, questions
or disputes which may arise in connection with the business of the Chargor;
	 
	 	(i)	 	bring, take, defend or compromise any proceedings in the name of the
Chargor or otherwise;
	 
	 	(j)	 	sign in the name and on behalf of the Chargor, and/or affix the common seal
(if any) of the Chargor to, all documents which the Receiver considers necessary or
expedient;
	 
	 	(k)	 	vary, or agree to the variation of, any contract or arrangement to which
the Chargor is a party;
	 
	 	(l)	 	make calls upon shareholders and contributories in respect of any uncalled
amounts on shares in the Chargor and enforce payment of all unpaid calls, for which
purpose the provisions contained in the constitution of the Chargor, or otherwise
provided by law, in respect of calls shall (with necessary modifications) apply,
shall continue to subsist notwithstanding any change in directors of the Chargor, and
shall be exercisable to the exclusion of the powers of the directors;
	 
	 	(m)	 	exercise and enforce all rights, powers and remedies which the Chargor
could exercise over or in relation to its assets while a going concern, whether or
not the Chargor is then in liquidation;
	 
	 	(n)	 	raise or borrow any money and secure the same with interest by any form of
Lien over that Secured Property in priority to, equally with, or subsequent to, any
Secured Liabilities of the Chargor, or otherwise;




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	 	(o)	 	generally do, procure or allow such acts and things in respect of that
Secured Property as could the Receiver if he or she had absolute ownership of that
Secured Property and carried on the business of the Chargor for the Receiver’s own
benefit, without being answerable for any consequent loss or damage;
	 
	 	(p)	 	delegate any of the Receiver’s powers to any person or persons for such
time as the Collateral Agent approves; and
	 
	 	(q)	 	do all or any of the things in paragraphs (a) — (p) above alone or in
conjunction with any receiver or receiver and manager appointed by the holder or
holders of any other Lien over that Secured Property.






	7.3	 	Application of proceeds: Except to the extent otherwise required by law, all amounts
received by the Collateral Agent or a Receiver under this deed, shall be applied in accordance
with the provisions of the First Lien Intercreditor Agreement.
	 
	7.4	 	Remuneration of Receiver: The Collateral Agent may fix the remuneration of a Receiver at an
amount, or on a basis, agreed with the Receiver or, failing agreement, as determined by the
Collateral Agent in each case in accordance with the terms of the Principal Finance Documents.
	 
	8.	 	DELEGATION
	 
	8.1	 	Subject to section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by
New Zealand law), each of the Collateral Agent and any Receiver shall have full power to
delegate (either generally or specifically) the powers, authorities and discretions conferred
on it by this deed (including the power of attorney) on such terms and conditions as it shall
see fit which delegation shall not preclude either the subsequent exercise, any subsequent
delegation or any revocation of such power, authority or discretion by the Collateral Agent or
the Receiver itself.
	 
	9.	 	PROTECTION OF PERSONS DEALING WITH COLLATERAL AGENT OR RECEIVER
	 
	9.1	 	Purchaser or other person: No purchaser or other person dealing with the Collateral Agent or
a Receiver, or with any agent or attorney of the Collateral Agent or a Receiver, shall be
concerned:






	 	(a)	 	to enquire:






	 	(i)	 	whether the Lien created by this deed has become
enforceable;
	 
	 	(ii)	 	whether a Receiver has been properly appointed;
	 
	 	(iii)	 	whether the powers which the Collateral Agent, Receiver,
agent or attorney, as the case may be, is exercising or is purporting to
exercise have become exercisable;
	 
	 	(iv)	 	as to the necessity for, or the expediency of, the
stipulations or conditions subject to which any disposal or Lien is made or
given; or
	 
	 	(v)	 	otherwise as to the propriety or regularity of any
disposal, Lien, calling in, collection or conversion of any money or asset;
or




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	 	(b)	 	to see to the application of any amount paid to the Collateral Agent or a
Receiver, agent or attorney, as the case may be.






	9.2	 	Damages only remedy: The remedy of the Chargor in respect of any actionable impropriety or
irregularity in the exercise, or purported exercise, of the rights, powers or remedies under
this deed by a Secured Party, a Receiver or an agent or attorney of a Secured Party or a
Receiver, shall be in damages only. This clause shall not affect the right of the Chargor to
take any action to the extent that that action is permitted by the Principal Finance
Documents.
	 
	10.	 	PROTECTION OF COLLATERAL AGENT, RECEIVER OR OTHER PERSON
	 
	10.1	 	Proceeds of sale: If the Collateral Agent or a Receiver sells any Secured Property pursuant
to this deed or otherwise, the Collateral Agent and the Receiver shall be accountable only for
any purchase money which they actually receive.
	 
	10.2	 	Entry into possession: If the Collateral Agent or a Receiver enters into possession of any
Secured Property:






	 	(a)	 	neither of them shall be liable to account as mortgagee in possession in
respect of that Secured Property or for any loss for which a mortgagee in possession
might otherwise be held liable; and
	 
	 	(b)	 	the Collateral Agent or a Receiver, as the case may be, may at any time
give up possession of any Secured Property.






	10.3	 	No liability: Except to the extent provided in the Principal Finance Documents, none of the
Collateral Agent, its nominee(s), a Delegate or a Receiver shall be liable by reason of (a)
any action taken or omitted to be taken by it as permitted by this deed or (b) any neglect or
default in connection with the Secured Property or (c) the taking of possession or realisation
of all or any part of the Secured Property.
	 
	10.4	 	Recovery of costs: Except to the extent provided in the Principal Finance Documents, on
enforcement (whether successful or not) of this deed, each of the Collateral Agent and the
Receiver shall be entitled to deduct from the proceeds of the Secured Property its costs,
charges and expenses incurred in connection with such enforcement.
	 
	11.	 	ATTORNEY
	 
	11.1	 	Appointment: The Chargor irrevocably appoints the Collateral Agent and any Receiver
severally to be its attorney and in its name, on its behalf and as its act and deed to
execute, deliver and perfect all documents and do all things which the attorney may consider
to be required or desirable for:






	 	(a)	 	carrying out any obligation imposed on the Chargor by this deed or any
other agreement binding on the Chargor to which the Collateral Agent is a party
(including the execution and delivery of any deeds, charges, assignments or other
security and any transfers of the Secured Property); and
	 
	 	(b)	 	enabling the Collateral Agent to exercise, or delegate the exercise of, all
or any of the rights, powers and remedies of the Collateral Agent provided by or
pursuant to this deed or by law; and





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	 	(c)	 	enabling any Receiver to exercise, or delegate the exercise of, any of the
rights, powers and authorities conferred on them by or pursuant to this deed or by
law,






	 	 	provided always that the Collateral Agent may only be entitled to exercise the powers
conferred upon it by the Chargor under this clause 11 if:






	 	(a)	 	an Enforcement Event has occurred and is continuing; and/or
	 
	 	(b)	 	the Collateral Agent has received notice from the Applicable
Representative, the Loan Parties’ Agent and/or the Chargor that the Chargor has
failed to comply with a further assurance or perfection obligation within 10 business
days of being notified of that failure (with a copy of that notice being sent to the
Loan Parties’ Agent),






	 	 	provided further that the Collateral Agent shall not be obliged to
exercise the powers conferred upon it by the Chargor under this
clause 11 unless and until it shall have been (a) instructed to do so
by the Applicable Representative and (b) indemnified and/or secured
and/or prefunded to its satisfaction.
11.2 Delegation and conflict: Each attorney may:






	 	(a)	 	delegate its powers (including this power of delegation) to any person for
any period, and revoke a delegation; and
	 
	 	(b)	 	exercise or concur in exercising the attorney’s powers even if the attorney
has a conflict of duty in doing so, or has a direct or personal interest in the means
or result of that exercise of such powers.






	11.3	 	Ratification: The Chargor hereby ratifies anything done by its attorney or a delegate of the
attorney in accordance with this clause 11.
	 
	12.	 	ASSIGNMENT
	 
	12.1	 	Deed binding: This deed is binding on, and is for the benefit of, the parties and their
respective successors, permitted assigns and transferees.
	 
	12.2	 	Chargor may not assign: Unless otherwise permitted under the Principal Finance Documents,
the Chargor may not assign or transfer any of its rights or obligations under this deed.
	 
	12.3	 	Collateral Agent may assign and transfer: The Collateral Agent may assign and/or transfer
all or part of its rights or obligations under this deed to any replacement collateral agent
appointed in accordance with the provisions of the First Lien Intercreditor Agreement.
	 
	13.	 	NOTICES
	 
	13.1	 	Each notice or other communication to be given or made by a party under this deed shall be
given or made in accordance with the First Lien Intercreditor Agreement.





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	14.	 	RELEASE AND REINSTATEMENT
	 
	14.1	 	Release of Lien and Chargor: The Secured Property shall be released, reassigned and/or
cancelled (as applicable) from the Lien under this deed and the Chargor shall be released from
this deed:






	 	(a)	 	by the Collateral Agent (acting on the instructions of the Applicable
Representative) at the request and cost of the Chargor, upon the Secured Liabilities
being irrevocably paid or discharged in full and none of the Secured Parties being
under any further actual or contingent obligation to make advances or provide other
financial accommodation to the Chargor or any other person under any of the Loan
Documents; or
	 
	 	(b)	 	by the Collateral Agent (acting on the instructions of the Applicable
Representative) at the request and cost of the Chargor, upon the Chargor ceasing to
be a Loan Party; or
	 
	 	(c)	 	in accordance with, and to the extent required by, the Intercreditor
Arrangements.






	14.2	 	Release of Secured Property: If the Chargor disposes of any Secured Property and that
disposal is permitted by the Principal Finance Documents, that Secured Property shall, unless
an Enforcement Event has occurred and is continuing, be automatically released from the Lien
under this deed with effect from the day of such disposal and the Collateral Agent shall do
all such acts which are reasonably requested by the Chargor in order to release the relevant
Secured Property from the Lien under this deed.
	 
	14.3	 	Reinstatement: If any payment received or recovered by any Secured Party, a Receiver, or any
other person on behalf of any of them is or may be avoided by law or required to be repaid to
a liquidator or similar official:






	 	(a)	 	such payment shall be deemed not to have affected or discharged the
liability of the Chargor under this deed or any other Lien given by the Chargor in
favour of the Collateral Agent or, as the case may be, the relevant Secured Party
and, the Collateral Agent, each Secured Party and the Chargor shall, to the maximum
extent permitted by law, be restored to the position in which each would have been if
such payment had not been received or recovered; and
	 
	 	(b)	 	the Collateral Agent and each other Secured Party shall be entitled to
exercise all its rights which it would have been entitled to exercise if such payment
had not been received or recovered,






	 	 	notwithstanding that the Collateral Agent may have signed a release pursuant to clause
14.1.
	 
	15.	 	PPSA RIGHTS
	 
	15.1	 	No consent or subordination: Nothing in this deed shall be construed as:






	 	(a)	 	an agreement to subordinate the Lien created by this deed in favour of any
person;
	 
	 	(b)	 	a consent by the Collateral Agent to any other Lien attaching (as that term
is used in the context of the PPSA) to, or any other Lien subsisting over, any
Secured Property; or





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	 	(c)	 	a consent by the Collateral Agent to any property that is not Secured
Property becoming an accession to any Secured Property.






	15.2	 	Verification statement: The Chargor waives the right to receive a copy of the verification
statement confirming registration of a financing statement or financing change statement
relating to the Lien created by this deed.
	 
	15.3	 	Contracting out of PPSA rights: The Chargor:






	 	(a)	 	agrees that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall
apply to this deed, or the Lien created by this deed; and
	 
	 	(b)	 	waives its right to:






	 	(i)	 	receive notice of the Collateral Agent’s proposal to
retain any Secured Property under section 120(2) of the PPSA;
	 
	 	(ii)	 	object to the Collateral Agent’s proposal to retain any
Secured Property under section 121 of the PPSA;
	 
	 	(iii)	 	not have goods damaged when the Collateral Agent removes
an accession under section 125 of the PPSA;
	 
	 	(iv)	 	be reimbursed for damage caused when the Collateral Agent
removes an accession under section 126 of the PPSA;
	 
	 	(v)	 	refuse permission to remove an accession under section
127 of the PPSA;
	 
	 	(vi)	 	receive notice of the removal of an accession under
section 129 of the PPSA; and
	 
	 	(vii)	 	apply to the Court for an order concerning the removal
of an accession under section 131 of the PPSA.







	16.	 	APPLICATION OF PLA AND OTHER LAWS
	 
	16.1	 	Mortgage Debenture: This deed is intended to take effect as a mortgage debenture.
	 
	16.2	 	Relationship with PLA:







	 	(a)	 	The covenants, conditions and powers implied in mortgages of goods by
section 96 of the PLA do not apply to this deed.
	 
	 	(b)	 	The covenants, conditions and powers implied in mortgages of land by
section 95 of the PLA do not apply to this deed, other than for the following
sections of Part 1 of the Schedule 2 to the PLA (which will continue to apply):






	 	(i)	 	sections 4 — 10 (inclusive); and
	 
	 	(ii)	 	sections 14 — 17 (inclusive).




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	16.3	 	Relationship with other laws:






	 	(a)	 	Subject to clause 16.2, the rights, powers and remedies of the Collateral
Agent provided in this deed are in addition to, and not exclusive of, any rights,
powers or remedies provided by law.
	 
	 	(b)	 	If any provision in this deed conflicts with the provisions of any law or
any provisions implied by any law (after taking account of the implied covenants,
conditions, powers and rights negated by clauses 15.2, 15.3 and 16.2), then:






	 	(i)	 	if the provisions of or implied by that law may be varied
or negatived, the provisions of this deed will take precedence and the
provisions of or implied by that law will be deemed not to apply to this
deed or to apply only as varied by the provisions of this deed; or
	 
	 	(ii)	 	if the provisions of or implied by that law may not be
varied or negatived, then the provisions of this deed must be read subject
to the provisions of or implied by that law.






	17.	 	INDEMNITY
	 
	17.1	 	To the extent set out in section 4.11 of the First Lien Intercreditor Agreement, the Chargor
shall, notwithstanding any release or discharge of all or any part of the security, indemnify
the Collateral Agent, its agents, attorneys, any Delegate and any Receiver against any action,
proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may
sustain as a consequence of any breach by the Chargor of the provisions of this deed, the
exercise or purported exercise of any of the rights and powers conferred on them by this deed
or otherwise relating to the Secured Property.
	 
	18.	 	MISCELLANEOUS
	 
	18.1	 	Partial invalidity: If at any time any provision of this deed or any other document relating
to the Secured Liabilities is or becomes illegal, invalid or unenforceable in any respect
under the law of any relevant jurisdiction, that illegality, invalidity or unenforceability
shall not affect the enforceability of the provisions, or (as the case may be) the remaining
provisions, of this deed, nor shall the legality, validity or enforceability of any of those
provisions under the law of any other jurisdiction be in any way affected or impaired thereby.
	 
	18.2	 	No implied waivers: Time shall be of the essence in respect of performance by the Chargor of
the Chargor’s obligations under this deed, but no failure on the part of the Collateral Agent
to exercise, and no delay on its part in exercising, any right, power or remedy under this
deed shall operate as a waiver thereof, nor shall any single or partial exercise of any right,
power or remedy preclude any other or further exercise thereof or the exercise of any other
right, power or remedy.
	 
	18.3	 	Obligations independent: Each of the obligations of the Chargor under clauses 10.4 and 17.1
shall constitute a continuing obligation, separate and independent from the Chargor’s other
obligations under this deed and shall survive discharge of the Secured Liabilities and release
of this deed.
	 
	18.4	 	Enforcement: It shall not be necessary for the Collateral Agent to incur any expense or make
any payment before enforcing any of its rights in respect of any obligation of the Chargor
referred to in clause 18.3.





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	18.5	 	No merger or marshalling: The right of each Secured Party to payment or performance of any
Secured Liabilities (including under any negotiable instrument or a Loan Document) shall not
merge in the Chargor’s liability for those Secured Liabilities under this deed. The
Collateral Agent has no duty to marshall in favour of the Chargor or any other person.
	 
	18.6	 	Conflict of provisions: This deed is subject to the terms of the Intercreditor Arrangements.
In the event of a conflict between the terms of this deed and the Intercreditor Arrangements,
the terms of the Intercreditor Arrangements will prevail.
	 
	18.7	 	Consents: Subject to express wording to the contrary contained in this deed, the Collateral
Agent or a Receiver may give or withhold any approval or consent in that person’s absolute
discretion, and either conditionally or unconditionally.
	 
	18.8	 	Delivery: For the purposes of Section 9 of the PLA, and without limiting any other mode of
delivery, this deed will be delivered by the Chargor immediately on the earlier of:






	 	(a)	 	physical delivery of an original of this deed, executed by the Chargor,
into the custody of the Collateral Agent or the Collateral Agent’s solicitors; or
	 
	 	(b)	 	transmission by the Chargor or its solicitors (or any other person
authorised in writing by the Chargor) of a facsimile, photocopied or scanned copy of
an original of this deed, executed by the Chargor, to the Collateral Agent or the
Collateral Agent’s solicitors.






	19.	 	GOVERNING LAW AND JURISDICTION
	 
	19.1	 	This deed shall be governed by, and construed in accordance with, the laws of New Zealand,
and the parties hereby submit to the non-exclusive jurisdiction of the courts of New Zealand.
	 
	20.	 	COUNTERPARTS
	 
	20.1	 	This deed may be signed in any number of counterparts, all of which will together constitute
one and the same instrument, and any of the parties may execute this deed by signing any such
counterpart.





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SIGNED AND DELIVERED AS A DEED




Executed on behalf of REYNOLDS

GROUP HOLDINGS LIMITED by its duly

appointed attorney / authorised signatory

in the presence of:




	 	 	 	 	 
	 	 	 
	 	                                /s/ Philip West
 	 
	 	Signature of attorney / authorised signatory 	 
	 	 	 
	 	                                /s/ Philip West
 	 
	 	Name of attorney / authorised signatory 	 



	 	 	 	 	 
	 	 	 
	 	/s/ Alex Howard
 	 
	 	Signature of witness 	 
	 	 	 
	 	/s/Alex Howard
 	 
	 	Name of witness 	 
	 	 	 
	 	/s/Trainee Solicitor
 	 
	 	Occupation 	 
	 	 	 
	 	/s/London
 	 
	 	City/town of residence 	 



THE BANK OF NEW YORK MELLON by 
 its authorised signatory:




	 	 	 	 	 
	 	
 	 
	 	Signature of authorised signatory 	 
	 	
 	 
	 	Name of authorised signatory