exv4w121






EXHIBIT 4.121



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




DATED 2 DECEMBER 2009




REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.

AS THE CHARGOR



IN FAVOUR OF



THE BANK OF NEW YORK MELLON

AS THE COLLATERAL AGENT



 





SECURITY OVER SHARES AGREEMENT



 





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CONTENTS




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






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




BETWEEN





	(1)	 	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws
of The Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands
and its registered address at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands,
Chamber of Commerce registration number 34291091 (the “Chargor”); and
	 
	(2)	 	THE BANK OF NEW YORK MELLON in its capacity as collateral agent for the Secured
Parties as appointed under the First Lien Intercreditor Agreement (the “Collateral Agent”).





RECITALS:





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




IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions






	 	 	In this Agreement:
	 
	 	 	“Additional Agreement” has the meaning given to that term in the First Lien Intercreditor
Agreement.
	 
	 	 	“Agreed Security Principles” has the meaning it is given in the Credit Agreement and the
Senior Secured Note Indenture and to the extent of any inconsistency the meaning it is given
in the Credit Agreement shall prevail.
	 
	 	 	“Applicable Representative” has the meaning given to that term in the First Lien
Intercreditor Agreement.
	 
	 	 	“Charged Portfolio” means the Shares and the Related Assets.




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	 	 	“Collateral Rights” means all rights, powers and remedies of the Collateral Agent provided
by or pursuant to this Agreement or by law.
	 
	 	 	“Credit Agreement” means the Credit Agreement dated as of 5 November 2009 among Reynolds
Group Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KG
aA, Closure Systems International Holdings Inc., Closure Systems International B.V. and SIG
Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to
time party thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative
agent, as amended, extended, restructured, renewed, novated, supplemented, restated,
refunded, replaced or modified from time to time.
	 
	 	 	“Delegate” means a delegate or sub-delegate appointed pursuant to Clause 11 (Delegation) of
this Agreement.
	 
	 	 	“Enforcement Event” means an “Event of Default” under, and as defined in, the First Lien
Intercreditor Agreement.
	 
	 	 	“First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated as
of 5 November 2009, among the Collateral Agent, The Bank of New York Mellon, as trustee
under the Senior Secured Note Indenture, Credit Suisse AG (formerly known as Credit Suisse),
as administrative agent under the Credit Agreement, and the Loan Parties, as amended,
novated, supplemented, restated or modified from time to time.
	 
	 	 	“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and any other
document that is designated by the Loan Parties’ Agent and the Collateral Agent as an
intercreditor agreement, in each case as amended, novated, supplemented, restated, replaced
or modified from time to time.
	 
	 	 	“Issuers” means the “Issuers” under, and as defined in, the Senior Secured Note Indenture,
including their successors in interest.
	 
	 	 	“Lien” has the meaning given to such term in the First Lien Intercreditor Agreement.
	 
	 	 	“Loan Documents” means the “Credit Documents” under, and as defined in, the First Lien
Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the
Collateral Agent as a Loan Document.
	 
	 	 	“Loan Parties” means the “Grantors” under, and as defined in, the First Lien Intercreditor
Agreement.
	 
	 	 	“Loan Parties’ Agent” means Reynolds Group Holdings Limited (formerly known as Rank Group
Holdings Limited).
	 
	 	 	“Principal Finance Documents” means the Credit Agreement, the Senior Secured Note Indenture,
the Intercreditor Arrangements and any Additional Agreement.




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	 	 	“Receiver” means a receiver or receiver and manager or, where permitted by law, an
administrative receiver of the whole or any part of the Charged Portfolio and that term will
include any appointee made under a joint and/or several appointment.
	 
	 	 	“Related Assets” means all dividends, interest and other monies at any time payable at any
time in respect of the Shares and all other rights, benefits and proceeds in respect of
or derived from the Shares (whether by way of redemption, bonus, preference, option,
substitution, conversion or otherwise) held by, to the order or on behalf of the Chargor at
any time.
	 
	 	 	“Secured Liabilities” means 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. No obligations shall be included in
the definition of “Secured Liabilities” to the extent that, if included, the security
interest granted pursuant to this Agreement or any part thereof would be void as a result of
a violation of the prohibition on financial assistance as contained in Articles 2:98c and
2:207c of the Dutch Civil Code or any other applicable financial assistance rules under any
relevant jurisdiction (the “Prohibition”) and all provisions hereof will be construed
accordingly. For the avoidance of doubt, this Agreement will continue to secure those
obligations which, if included in the definition of “Secured Liabilities”, would not
constitute a violation of the Prohibition.
	 
	 	 	“Secured Parties” means the “Secured Parties” under, and as defined in, the First Lien
Intercreditor Agreement.
	 
	 	 	“Security Documents” means the “Security Documents” under, and as defined in, the First Lien
Intercreditor Agreement.
	 
	 	 	“Senior Secured Note Indenture” means the Indenture dated as of 5 November 2009, among the
Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as
trustee, principal paying agent, transfer agent and registrar, as amended, extended,
restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from
time to time.
	 
	 	 	“Shares” means all of the shares in the capital of Reynolds Consumer Products (UK) Limited a
company incorporated under the laws of England and Wales with company number 06474046 held
by, to the order or on behalf of the Chargor at any time.
	 
	1.2	 	Terms defined in the First Lien Intercreditor Agreement
	 
	 	 	Unless defined in this Agreement or the context otherwise requires, a term defined in
the First Lien Intercreditor Agreement has the same meaning in this Agreement or any notice
given under or in connection with this Agreement.




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	1.3	 	Construction






	 	(a)	 	The rules of interpretation contained in the First Lien Intercreditor Agreement
will apply as if incorporated in this Agreement or in any notice given under or in
connection with this Agreement; and
	 
	 	(b)	 	This Agreement is subject to the terms of the Intercreditor Arrangements. In
the event of a conflict between the terms of this Agreement and the Intercreditor
Arrangements, the terms of the Intercreditor Arrangements will prevail.






	2.	 	COVENANT TO PAY AND CHARGE
	 
	2.1	 	Covenant to Pay
	 
	 	 	The Chargor covenants with the Collateral Agent that it shall discharge each of the
Secured Liabilities on their due date in accordance with their respective terms.
	 
	2.2	 	Further advances






	 	(a)	 	Subject to the terms of the Loan Documents, each Lender (as defined in the
Credit Agreement) is under an obligation to make further Loans (as defined in the
Credit Agreement) to the Loan Parties and that obligation will be deemed to be
incorporated into this Agreement as if set out in this Agreement.
	 
	 	(b)	 	Subject to the terms of the Loan Documents, each Issuer may issue further Notes
(as defined in the Senior Secured Notes Indenture) to the Loan Parties and that
obligation will be deemed to be incorporated into this Agreement as if set out in this
Agreement.






	2.3	 	Charge
	 
	 	 	The Chargor charges the Charged Portfolio with full title guarantee and by way of first
fixed charge, in favour of the Collateral Agent, as continuing security for the payment and
discharge of the Secured Liabilities.
	 
	3.	 	DEPOSIT OF CERTIFICATES, RELATED RIGHTS AND RELEASE
	 
	3.1	 	Deliverables
	 
	 	 	The Chargor will on the date of this Agreement (or promptly upon coming into possession
of the Chargor at any time) deposit (or procure there to be deposited) with the Collateral
Agent all certificates and other documents of title to the Shares, and stock transfer forms
(executed in blank by or on behalf of the Chargor) in respect of the Shares.
	 
	3.2	 	Related Assets
	 
	 	 	The Chargor shall, promptly upon the accrual, offer or issue of any stocks, shares,
warrants or other securities in respect of or derived from the Shares, procure the delivery
to the Collateral Agent of (a) all certificates and other documents of title representing
such items and (b) such duly executed blank stock transfer forms or other instruments of
transfer in respect thereof as the Collateral Agent may reasonably request.




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	3.3	 	Release
	 
	 	 	The security constituted by this Agreement shall be released and cancelled:






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






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






	 	(a)	 	be entitled to all dividends, interest and other monies or distributions
arising from the Charged Portfolio to the extent the same are permitted to be paid
under the Principal Finance Documents; and
	 
	 	(b)	 	be entitled to exercise all voting rights in relation to the Charged Portfolio
provided that the Chargor shall not exercise (and shall procure that any nominee acting
on its behalf does not exercise) such voting rights in any manner, or otherwise permit
or agree to any (a) variation of the rights attaching to or conferred by any of the
Shares or (b) increase in the issued share capital of Reynolds Consumer Products (UK)
Limited, which would adversely affect the validity or enforceability of the security
created by this Agreement or which would cause the occurrence of an Enforcement Event.






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






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




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	 	 	 	including the
right, in relation to Reynolds Consumer Products (UK) Limited, to concur or participate
in:






	 	(i)	 	the reconstruction, amalgamation, sale or other disposal of such
company or any of its assets or undertaking (including the exchange,
conversion or reissue of any shares or securities as a consequence thereof),
	 
	 	(ii)	 	the release, modification or variation of any rights or liabilities
attaching to such shares or securities, and
	 
	 	(iii)	 	the exercise, renunciation or assignment of any right to subscribe
for any shares or securities,






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






	5.	 	CHARGOR’S REPRESENTATION AND UNDERTAKINGS 






	5.1	 	Undertakings






	 	(a)	 	Disposals and Negative pledge
	 
	 	 	 	Unless permitted by this Agreement or the Principal Finance Documents, the Chargor
shall not enter into a single transaction or a series of transactions (whether
related or not) and whether voluntarily or involuntarily, to sell, lease, transfer
or otherwise dispose of the whole or any part of the Charged Portfolio and will not
create or permit to subsist any security interest on any part of the Charged
Portfolio or otherwise deal with any part of the Charged Portfolio, in each case
without the consent of the Collateral Agent (acting on the instructions of the
Applicable Representative).
	 
	 	(b)	 	Calls on Shares
	 
	 	 	 	The Chargor undertakes to pay all calls or other payments when due in respect of
any part of the Charged Portfolio. If the Chargor fails to make any such payment
(of which the Collateral Agent has actual knowledge) the Collateral Agent may (but
shall not be obliged to) make that payment on behalf of the Chargor and any sums so
paid by the Collateral Agent shall be reimbursed by the Chargor promptly following
demand together with interest on those sums. Such interest shall be calculated
from the date of payment by the Collateral Agent until reimbursed (after, as well
as before, judgment) in accordance with Clause 12.2 (Interest on Demands), provided
that the Collateral Agent shall not be required to make any such payment on behalf
of the Chargor unless and until it shall have been (a) instructed to do so by the
Applicable Representative and (b) indemnified and/or secured and/or pre-funded to
its satisfaction.






	5.2	 	Representation






	 	(a)	 	Establishments




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	 	 	 	The Chargor represents it has not registered any“establishments” (as that term is
defined in Part 1 of The Overseas Companies Regulations 2009) with the Registrar of
Companies or, if it has so registered, it has provided to the Collateral Agent
sufficient details to enable an accurate search against it to be undertaken by the
Secured Parties at the Companies Registry.






	6.	 	FURTHER ASSURANCE
	 
	6.1	 	Covenant for Further Assurance
	 
	 	 	Subject to the Agreed Security Principles, the Chargor will promptly at its own cost do
all such acts or execute all such documents (including assignments, transfers, mortgages,
charges, notices and instructions) as the Collateral Agent may reasonably specify (and in
such form as the Collateral Agent may reasonably require in favour of the Collateral Agent
or its nominee(s) or Delegate) for the purposes of (a) exercising the Collateral Rights or
perfecting the Lien created or intended to be created in respect of the Charged Portfolio
(which may include the execution by the Chargor of a mortgage, charge or assignment over all
or any of the assets constituting, or intended to constitute, the Charged Portfolio) or for
the exercise of the rights, powers and remedies of the Collateral
Agent provided by or pursuant to this Agreement or by law; and/or (b) to facilitate the
realisation of the Charged Portfolio in each case in accordance with the rights vested in it
under this Agreement.
	 
	6.2	 	Prescribed Wording
	 
	 	 	The following covenants shall be implied in respect of any action taken by the Chargor
to comply with its obligations under Clause 6.1 (Covenant for Further Assurance):






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






	7.	 	POWER OF ATTORNEY
	 
	7.1	 	Appointment and powers
	 
	 	 	The Chargor by way of security irrevocably appoints the Collateral Agent and any
Receiver severally to be its attorney and in its name, on its behalf and as its act and deed
to execute, deliver and perfect all documents and do all things which the attorney may
consider to be required or desirable for:






	 	(a)	 	carrying out any obligation imposed on the Chargor by this Agreement or any
other agreement binding on the Chargor to which the Collateral Agent is a party
(including the execution and delivery of any deeds, charges, assignments or other
security and any transfers of the Charged Portfolio);
	 
	 	(b)	 	enabling the Collateral Agent to exercise, or delegate the exercise of, all or
any of the Collateral Rights; and




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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 Agreement or by
law,






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






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






	 	 	provided further that the Collateral Agent shall not be obliged to exercise the powers
conferred upon it by the Chargor under this Clause 7.1 unless and until it shall have been
(a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured
and/or prefunded to its satisfaction.
	 
	7.2	 	Ratification
	 
	 	 	The Chargor shall ratify and confirm all things done and all documents executed by any
attorney in the exercise or purported exercise of all or any of his powers.
	 
	8.	 	SECURITY ENFORCEMENT
	 
	8.1	 	Time for Enforcement
	 
	 	 	If an Enforcement Event has occurred and is continuing or if a petition or application
is presented for the making of an administration order in relation to the Chargor or if any
person who is entitled to do so gives written notice of its intention to appoint an
administrator of the Chargor or files such a notice with the court or is requested to do so
by the Chargor, save to the extent that such petition, application, notice or filing is not
made by a member of the Group or any director of any member of the Group and is frivolous or
vexatious and is stayed, dismissed or withdrawn within 4 Business Days of such petition,
application, notice or filing being made the security created by or pursuant to this
Agreement is immediately enforceable and the Collateral Agent may, without notice to the
Chargor or prior authorisation from any court, in its absolute discretion or shall, if so
instructed by the Applicable Representative:






	 	(a)	 	secure and perfect its title to all or any part of the Charged Portfolio
(including transferring the Charged Portfolio into the name of the Collateral Agent or
its nominees);
	 
	 	(b)	 	enforce all or any part of the Lien created by this Agreement (at the times, in
the manner and on the terms it thinks fit) and take possession of and hold, sell, or
otherwise dispose of all or any part of the Charged Portfolio (at the time, in the
manner and on the terms it thinks fit); and
	 
	 	(c)	 	whether or not it has appointed a Receiver, exercise all or any of the powers,
authorisations and discretions conferred by the Law of Property Act 1925 (as




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	 	 	 	varied or
extended by this Agreement) on chargees and by this Agreement on any Receiver or
otherwise conferred by law on chargees or Receivers.






	8.2	 	Power of sale






	 	(a)	 	The power of sale or other disposal conferred on the Collateral Agent and on
the Receiver by this Agreement shall operate as a variation and extension of the
statutory power of sale under Section 101 of the Law of Property Act 1925 and such
power shall arise (and the Secured Liabilities shall be deemed due and payable for that
purpose) on execution of this Agreement.
	 
	 	(b)	 	The restrictions contained in Sections 93 and 103 of the Law of Property Act
1925 shall not apply to this Agreement or to the exercise by the Collateral Agent of
its right to consolidate all or any of the Lien created by or pursuant to this
Agreement with any other security in existence at any time or to its power of sale
which powers may be exercised by the Collateral Agent without notice to the Chargor if
an Enforcement Event has occurred and is continuing.






	8.3	 	Chargee’s liability
	 
	 	 	Neither the Collateral Agent nor any Receiver will be liable to account as mortgagee or
mortgagee in possession in respect of the Charged Portfolio or be liable for any loss upon
realisation or for any neglect, default or omission of any nature whatsoever in connection
with the Charged Portfolio for which a mortgagee or mortgagee in possession might as such be
liable.
	 
	8.4	 	Right of Appropriation
	 
	 	 	To the extent that any of the Charged Portfolio constitutes “financial collateral” and
this Agreement and the obligations of the Chargor hereunder constitute a “security financial
collateral arrangement” (in each case as defined in, and for the purposes of, the Financial
Collateral Arrangements (No. 2) Regulations 2003 (SI 2003 No. 3226) (the “Regulations”) the
Collateral Agent shall have the right if an Enforcement Event has occurred and is continuing
to appropriate all or any part of such financial collateral in or towards discharge of the
Secured Liabilities. For this purpose, the parties agree that the value of such financial
collateral so appropriated shall be the market price of the Shares determined by the
Collateral Agent by reference to a public index or by such other process as the Collateral
Agent may select, including independent valuation. The parties agree that the method of
valuation provided for in this Agreement shall constitute a commercially reasonable method
of valuation for the purposes of the Regulations.
	 
	8.5	 	Statutory powers
	 
	 	 	The powers conferred by this Agreement on the Collateral Agent are in addition to and
not in substitution for the powers conferred on mortgagees and mortgagees in possession
under the Law of Property Act 1925, the Insolvency Act 1986 or otherwise by law and in the
case of any conflict between the powers contained in any such Act and those conferred by
this Agreement the terms of this Agreement will prevail.




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	9.	 	RECEIVERS AND ADMINISTRATORS
	 
	9.1	 	Appointment and removal
	 
	 	 	At any time after having been requested to do so by the Chargor or if the security
created by this Agreement is enforceable in accordance with Clause 8 (Security Enforcement),
the Collateral Agent may by deed or otherwise (acting through an authorised officer of the
Collateral Agent), without prior notice to the Chargor:






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






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






	 	(a)	 	entitled to act individually or together with any other person appointed or
substituted as Receiver;
	 
	 	(b)	 	for all purposes shall be deemed to be the agent of the Chargor which shall be
solely responsible for his acts, defaults and liabilities and for the payment of his
remuneration and no Receiver shall at any time act as agent for the Collateral
Agent; and
	 
	 	(c)	 	entitled to remuneration for his services at a rate to be fixed by the
Collateral Agent from time to time (without being limited to the maximum rate specified
by the Law of Property Act 1925).






	9.3	 	Statutory powers of appointment
	 
	 	 	The powers of appointment of a Receiver shall be in addition to all statutory and other
powers of appointment of the Collateral Agent under the Law of Property Act 1925 (as
extended by this Agreement) or otherwise and such powers shall remain exercisable from time
to time by the Collateral Agent in respect of any part of the Charged Portfolio.
	 
	9.4	 	Powers of Receivers
	 
	 	 	Every Receiver shall (subject to any restrictions in the instrument appointing him but
notwithstanding any winding-up or dissolution of the Chargor) have and be entitled to
exercise, in relation to the Charged Portfolio in respect of which he was appointed, and as
varied and extended by the provisions of this Agreement (in the name of or on behalf of the
Chargor or in his own name and, in each case, at the cost of the Chargor):






	 	(a)	 	all the powers conferred by the Law of Property Act 1925 on mortgagors and on
mortgagees in possession and on receivers appointed under that Act;




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	 	(b)	 	all the powers of an administrative receiver set out in Schedule 1 to the
Insolvency Act 1986 (whether or not the Receiver is an administrative receiver);
	 
	 	(c)	 	all the powers and rights of an absolute owner and power to do or omit to do
anything which the Chargor itself could do or omit to do;
	 
	 	(d)	 	the power to delegate (either generally or specifically) the powers,
authorities and discretions conferred on it by this Agreement or any of the Principal
Finance Documents (including the power of attorney) on such terms and conditions as it
shall see fit which delegation shall not preclude either the subsequent exercise any
subsequent delegation or any revocation of such power, authority or discretion by the
Receiver itself; and
	 
	 	(e)	 	the power to do all things (including bringing or defending proceedings in the
name or on behalf of the Chargor) which seem to the Receiver to be incidental or
conducive to:






	 	(i)	 	any of the functions, powers, authorities or discretions conferred on
or vested in him;
	 
	 	(ii)	 	the exercise of any rights, powers and remedies of the Collateral
Agent provided by or pursuant to this Agreement or by law (including
realisation of all or any part of the Charged Portfolio); or
	 
	 	(iii)	 	bringing to his hands any assets of the Chargor forming part of, or
which when got in would be, Charged Portfolio.






	9.5	 	Consideration
	 
	 	 	The receipt of the Collateral Agent or any Receiver shall be a conclusive discharge to
a purchaser and, in making any sale or disposal of any of the Charged Portfolio or making
any acquisition, the Collateral Agent or any Receiver may do so for such consideration, in
such manner and on such terms as it thinks fit.
	 
	9.6	 	Protection of purchasers
	 
	 	 	No purchaser or other person dealing with the Collateral Agent or any Receiver shall be
bound to inquire whether the right of the Collateral Agent or such Receiver to exercise any
of its powers has arisen or become exercisable or be concerned with any propriety or
regularity on the part of the Collateral Agent or such Receiver in such dealings.
	 
	9.7	 	Discretions
	 
	 	 	Any liberty or power which may be exercised or any determination which may be made
under this Agreement by the Collateral Agent or any Receiver may, subject to the terms and
conditions of the Intercreditor Arrangements and to any requirement of reasonableness
required under this Agreement, be exercised or made in its absolute and unfettered
discretion without any obligation to give reasons.




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	10.	 	EFFECTIVENESS OF COLLATERAL
	 
	10.1	 	Collateral Cumulative
	 
	 	 	The collateral constituted by this Agreement and the Collateral Rights shall be
cumulative, in addition to and independent of every other security which the Collateral
Agent or any other Secured Party may at any time hold for the Secured Liabilities or any
rights, powers and remedies provided by law. No prior security held by the Collateral Agent
or any other Secured Party over the whole or any part of the Charged Portfolio shall merge
into the collateral constituted by this Agreement.
	 
	10.2	 	No Waiver
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of the Collateral
Agent, any right, power or remedy of the Collateral Agent provided by this Agreement or by
law shall operate as a waiver, nor shall any single or partial exercise of that right, power
or remedy prevent any further or other exercise of that or any other right, power or remedy
of the Collateral Agent provided by this Agreement or by law.
	 
	10.3	 	Illegality, Invalidity, Unenforceability
	 
	 	 	If, at any time, any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions of this Agreement nor the legality,
validity or enforceability of such provision under the law of any other jurisdiction will in
any way be affected or impaired and if any part of the security intended to be created by or
pursuant to this Agreement is invalid, unenforceable or ineffective for any reason, that
shall not affect or impair any other part of the security.
	 
	10.4	 	No liability
	 
	 	 	None of the Collateral Agent, its nominee(s) or any receiver or Delegate appointed
pursuant to this Agreement shall be liable by reason of (a) taking any action permitted by
this Agreement or (b) any neglect or default in connection with the Charged Portfolio or (c)
the taking possession or realisation of all or any part of the Charged Portfolio, except to
the extent provided in the Principal Finance Documents.
	 
	10.5	 	Implied Covenants for Title






	 	(a)	 	The covenants set out in Sections 3(1), 3(2) and 6(2) of the Law of Property
(Miscellaneous Provisions) Act 1994 will not extend to Clause 2.3 (Charge).
	 
	 	(b)	 	It shall be implied in respect of Clause 2.3 (Charge) that the Chargor is
charging the Charged Portfolio free from all charges and encumbrances (whether monetary
or not) and from all other rights exercisable by third parties (including liabilities
imposed and rights conferred by or under any enactment).






	10.6	 	Continuing Lien






	 	(a)	 	The Lien from time to time constituted by this Agreement is a continuing
security and will remain in full force and effect as a continuing security until
released or discharged by the Collateral Agent.




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	 	(b)	 	No part of the security from time to time constituted by this Agreement will be
considered satisfied or discharged by any intermediate payment, discharge or
satisfaction of the whole or any part of the Secured Liabilities.






	10.7	 	Immediate recourse
	 
	 	 	The Chargor waives any right it may have of first requiring the Collateral Agent or a
Secured Party to proceed against or enforce any other rights or Lien or claim payment from
any person before claiming from the Chargor under this Agreement. This waiver applies
irrespective of any law or any provision of this Agreement to the contrary.
	 
	10.8	 	Avoidance of Payments
	 
	 	 	Notwithstanding Clause 3.3 (Release) if the Collateral Agent considers that any amount
paid or credited to it is capable of being avoided or reduced by virtue of any bankruptcy,
insolvency, liquidation or similar laws the liability of the Chargor under this Agreement
and the security constituted by this Agreement shall continue and that amount shall not be
considered to have been irrevocably paid.
	 
	10.9	 	Waiver of defences
	 
	 	 	The obligations of the Chargor under this Agreement and the Collateral Rights will not
be affected by any act, omission, matter or thing which, but for this Clause 10.9 (Waiver of
defences), would reduce, release or prejudice any of its obligations under this Agreement
and this Lien and whether or not known to the Chargor or the Collateral Agent or any Secured
Party including:






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




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	 	(g)	 	any insolvency or similar proceedings.






	11.	 	DELEGATION
	 
	 	 	Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent
permitted by English law), each of the Collateral Agent and any Receiver shall have full
power to delegate (either generally or specifically) the powers, authorities and discretions
conferred on it by this Agreement (including the power of attorney) on such terms and
conditions as it shall see fit which delegation shall not preclude either the subsequent
exercise, any subsequent delegation or any revocation of such power, authority or discretion
by the Collateral Agent or the Receiver itself.
	 
	12.	 	INDEMNITY AND INTEREST
	 
	12.1	 	Indemnity
	 
	 	 	To the extent set out in Section 4.11 of the First Lien Intercreditor Agreement, the
Chargor shall, notwithstanding any release or discharge of all or any part of the security,
indemnify the Collateral Agent, its agents, attorneys, any Delegate and any Receiver against
any action, proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs
which it may sustain as a consequence of any breach by the Chargor of the provisions of this
Agreement, the exercise or purported exercise of any of the rights and powers conferred on
them by this Agreement or otherwise relating to the Charged Portfolio.
	 
	12.2	 	Interest on Demands
	 
	 	 	Section 2.07 (Default Interest) of the Credit Agreement applies to amounts which the
Chargor fails to pay under this Agreement.
	 
	12.3	 	Payments Free Of Deduction
	 
	 	 	Section 2.20 (Taxes) of the Credit Agreement applies to this Agreement, save that, for
the purposes of this Agreement only, the references in Section 2.20 (Taxes) of the Credit
Agreement to “a Loan Party”, “that Loan Party” and “Each Loan Party” shall be replaced with
“the Chargor”.
	 
	13.	 	APPLICATION OF PROCEEDS
	 
	 	 	All moneys received or recovered by the Collateral Agent or any Receiver pursuant to
this Agreement or the powers conferred by it shall (subject to the claims of any person
having prior rights thereto and by way of variation of the provisions of the Law of Property
Act 1925) be applied in accordance with Section 2.01 of the First Lien Intercreditor
Agreement.
	 
	14.	 	OTHER LIEN
	 
	14.1	 	Redemption or transfer
	 
	 	 	In the event of any action, proceeding or step being taken to exercise any powers or
remedies conferred by any prior ranking Lien in case of exercise by the Collateral




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	 	 	Agent or
any Receiver or any Delegate of any power of sale under this Agreement the Collateral Agent
may redeem such prior Lien or procure the transfer thereof to itself.
	 
	14.2	 	Accounts
	 
	 	 	The Collateral Agent may settle and pass the accounts of the prior Lien and any accounts so
settled and passed will be conclusive and binding on the Chargor.
	 
	14.3	 	Costs of redemption or transfer
	 
	 	 	All principal monies, interest, costs, charges and expenses of and incidental to any
redemption or transfer will be paid by the Chargor to the Collateral Agent on demand
together with accrued interest thereon as well as before judgment at the rate from time to
time applicable to unpaid sums specified in the Credit Agreement from the time or respective
times of the same having been paid or incurred until payment thereof (after as well as
before judgment).
	 
	14.4	 	Subsequent Interests
	 
	 	 	If the Collateral Agent (acting in its capacity as security trustee or otherwise) or
any of the Secured Parties at any time receives notice or is deemed to have received notice
of any subsequent Lien affecting all or any part of the Charged Portfolio or any assignment
or transfer of the Charged Portfolio which in either case is prohibited by the terms of this
Agreement or the Principal Finance Documents, all payments made by the Chargor to the
Collateral Agent or any of the Secured Parties after that time shall be treated as having
been credited to a new account of the Chargor and not as having been applied in reduction of
the Secured Liabilities as at the time when the Collateral Agent received notice.
	 
	15.	 	SUSPENSE ACCOUNTS AND CURRENCY INDEMNITY
	 
	15.1	 	Suspense Accounts
	 
	 	 	All monies received, recovered or realised by the Collateral Agent under this Agreement
(including the proceeds of any conversion of currency) may in the discretion of the
Collateral Agent be credited to any interest bearing suspense or impersonal account
maintained with the Collateral Agent or any bank, building society or financial institution
as it considers appropriate and may be held in such account for so long as the Collateral
Agent may think fit (acting on the instructions of the Applicable Representative) pending
their application from time to time (as the Collateral Agent is
entitled to do in its discretion) in or towards the discharge of any of the Secured
Liabilities and save as provided herein no party will be entitled to withdraw any amount at
any time standing to the credit of any suspense or impersonal account referred to above.
	 
	15.2	 	Currency Indemnity






	 	(a)	 	The Secured Liabilities shall be paid in the currency in which it is
denominated at the relevant time, unless the Loan Documents provides otherwise.
	 
	 	(b)	 	If any Secured Liabilities is received from the Chargor in a currency (“first
currency”) other than the currency (“second currency”) in which it is payable




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






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






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






	16.	 	ASSIGNMENT
	 
	16.1	 	Permitted Successors
	 
	 	 	The Collateral Agent may assign and transfer all or any of its rights and obligations
under this Agreement to facilitate the performance of its role as Collateral Agent under the
Loan Documents in accordance with the Intercreditor Arrangements. This Agreement shall be
binding upon and shall inure to the benefit of each party and its direct or subsequent legal
successors, permitted transferees and assigns.
	 
	16.2	 	Collateral Agent Successors
	 
	 	 	This Agreement shall remain in effect despite any amalgamation or merger (however
effected) relating to the Collateral Agent; and references to the Collateral Agent shall
include any assignee or successor in title of the Collateral Agent and any person who, under
the laws of its jurisdiction of incorporation or domicile, has assumed the rights and
obligations of the Collateral Agent under this Agreement or to which, under such laws, those
rights and obligations have been transferred.
	 
	16.3	 	Disclosure
	 
	 	 	Subject to Section 9.16 of the Credit Agreement and the terms of the Principal Finance
Documents, the Collateral Agent shall be entitled to disclose such information concerning
the Chargor or any other person and this Agreement as the Collateral Agent considers
appropriate to any actual or proposed direct or indirect successor or to any person to whom
information may be required to be disclosed by applicable law.




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	17.	 	WAIVERS AND COUNTERPARTS
	 
	17.1	 	Waivers
	 
	 	 	No waiver by the Collateral Agent of any of its rights under this Agreement shall be
effective unless given in writing.
	 
	17.2	 	Counterparts
	 
	 	 	This Agreement may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of this Agreement.
	 
	18.	 	LAW
	 
	 	 	This Agreement and any non-contractual obligations arising out of or in connection with
it are governed by English law.
	 
	19.	 	ENFORCEMENT
	 
	19.1	 	Jurisdiction of English Courts






	 	(a)	 	The courts of England have exclusive jurisdiction to settle any dispute (a
“Dispute”) arising out of or in connection with this Agreement (including a dispute
regarding the existence, validity or termination of this Agreement or the consequences
of its nullity) or any non-contractual obligations arising out of or in connection with
this Agreement.
	 
	 	(b)	 	The parties agree that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no party will argue to the
contrary.
	 
	 	(c)	 	This Clause 19 (Enforcement) is for the benefit of the Collateral Agent only.
As a result and notwithstanding Clause 19.1(a), it does not prevent the Collateral
Agent from taking proceedings relating to a Dispute in any other courts with
jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent
proceedings in any number of jurisdictions.






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






	 	(a)	 	irrevocably appoints Law Debenture Corporate Services Limited as its agent for
service of process in relation to any proceedings before the English courts in
connection with this Agreement; and
	 
	 	(b)	 	agrees that failure by an agent for service of process to notify the Chargor of
the process will not invalidate the proceedings concerned.




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







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EXECUTION PAGE FOR

REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V. SECURITY OVER

SHARES AGREEMENT




	 	 	 	 	 	 	 

	Chargor
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signed as a deed by

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	as attorney for

	 	 	)	 	 	 
	REYNOLDS CONSUMER PRODUCTS

	 	 	)	 	 	 
	INTERNATIONAL B.V.

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	MARK DUNKLEY




/s/ CHIARA BROPHY                         Signature of witness


 

CHIARA
BROPHY
                             Name of witness



LEVEL
25                                             Address of witness



2 PARK STREET



SYDNEY



LAWYER                                              Occupation of witness




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	The Collateral Agent
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signed by

	 	 	)	 	 	 
	THE BANK OF NEW YORK

	 	 	)	 	 	 
	MELLON
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	)	 	 	 






	 	 	 	 	 

	By:

	 	/s/ MAKSIM GENKIN
 

Name: MAKSIM GENKIN
	 	 
	 

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

	 	Fax: 212-815-5366	 	 
	 

	 	Attention: INTL. CORPORATE TRUST	 	 









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