exv4w523






Exhibit 4.523





BEVERAGE
PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.



AS PLEDGOR



THE BANK OF NEW YORK MELLON



AS COLLATERAL AGENT



BEVERAGE
PACKAGING FACTORING (LUXEMBOURG) S.À R.L.



AS COMPANY




  


PLEDGE OVER SHARES AGREEMENT



(BEVERAGE
PACKAGING FACTORING (LUXEMBOURG) S.À R.L.)



 


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




	 	 	 	 	 	 	 
	CLAUSE	 	PAGE	 
	1.

	 	DEFINITIONS AND INTERPRETATION
	 	 	2	 
	 
	 	 	 	 	 	 
	2.

	 	PLEDGE OVER PLEDGED PORTFOLIO
	 	 	5	 
	 
	 	 	 	 	 	 
	3.

	 	VOTING RIGHTS AND DIVIDENDS
	 	 	6	 
	 
	 	 	 	 	 	 
	4.

	 	PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS
	 	 	7	 
	 
	 	 	 	 	 	 
	5.

	 	POWER OF ATTORNEY
	 	 	8	 
	 
	 	 	 	 	 	 
	6.

	 	REMEDIES UPON DEFAULT
	 	 	8	 
	 
	 	 	 	 	 	 
	7.

	 	EFFECTIVENESS OF COLLATERAL
	 	 	9	 
	 
	 	 	 	 	 	 
	8.

	 	INDEMNITY
	 	 	10	 
	 
	 	 	 	 	 	 
	9.

	 	DELEGATION
	 	 	11	 
	 
	 	 	 	 	 	 
	10.

	 	RIGHTS OF RECOURSE
	 	 	11	 
	 
	 	 	 	 	 	 
	11.

	 	PARTIAL ENFORCEMENT
	 	 	11	 
	 
	 	 	 	 	 	 
	12.

	 	COSTS AND EXPENSES
	 	 	11	 
	 
	 	 	 	 	 	 
	13.

	 	CURRENCY CONVERSION
	 	 	11	 
	 
	 	 	 	 	 	 
	14.

	 	NOTICES
	 	 	12	 
	 
	 	 	 	 	 	 
	15.

	 	SUCCESSORS
	 	 	12	 
	 
	 	 	 	 	 	 
	16.

	 	AMENDMENTS AND PARTIAL INVALIDITY
	 	 	12	 
	 
	 	 	 	 	 	 
	17.

	 	LAW AND JURISDICTION
	 	 	12	 






 









 






THIS PLEDGE AGREEMENT has been entered into on 20 March 2012




BETWEEN





	(1)	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L., a société à responsabilité
limitée incorporated under Luxembourg law with registered office at 6C, rue Gabriel Lippmann
L-5365 Munsbach, Grand-duchy of Luxembourg registered with the Luxembourg register of commerce
and companies under the number B165957 and having a share capital of EUR 12,500 (the
“Pledgor”);






	(2)	 	THE BANK OF NEW YORK MELLON, acting for itself and as collateral agent as appointed
under the First Lien Intercreditor Agreement (as defined below) for the benefit of the Secured
Parties (as defined below), together with its successors and permitted assigns in such
capacity (the “Collateral Agent”); and






	(3)	 	BEVERAGE PACKAGING FACTORING (LUXEMBOURG) S.À R.L., a société à responsabilité
limitée incorporated under Luxembourg law with registered office at 6C, rue Gabriel Lippmann
L-5365 Munsbach, Grand-duchy of Luxembourg registered with the Luxembourg register of commerce
and companies under the number B166005 and having a share capital of EUR 12,500 (the
“Company”).





WHEREAS:





	(A)	 	Pursuant to a credit agreement (the “Credit Agreement”) dated 5 November 2009 and
entered into between Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC
(formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA,
Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv
LLC (formerly Pactiv Corporation) and SIG Austria Holding GmbH as borrowers, Reynolds
Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG,
as administrative agent, as amended by amendment agreements dated 21 January 2010, 4 May
2010, 30 September 2010, 9 February 2011 and 11 March 2011, as further amended and
restated by the Second Amended and Restated Credit Agreement (as defined below), as
further amended, extended, restructured, renewed, novated, supplemented, restated,
refunded, replaced or modified from time to time, certain loan facilities (the
“Facilities”) were made available to the Borrowers (as defined below).






	(B)	 	Pursuant to an indenture (the “2009 Senior Secured Notes Indenture”) dated 5 November
2009 and entered into between the 2009 Issuers (as defined below), 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, certain notes
were issued by the 2009 Issuers.






	(C)	 	On 5 November 2009, the Collateral Agent, The Bank of New York Mellon as trustee
under the 2009 Senior Secured Notes Indenture, Credit Suisse AG as administrative agent
under the Credit Agreement, and the Loan Parties (as defined below) as at that date and
certain other parties, entered into an intercreditor agreement (the “First Lien




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	 	 	 	Intercreditor Agreement”) amended by an amendment dated 21 January 2010 and as further
amended, novated, supplemented, restated or modified from time to time.






	(D)	 	Pursuant to an indenture (the “2010 Senior Secured Notes Indenture”) dated 15 October
2010 and entered into between the 2010 Issuers (as defined below), the Senior Secured Note
Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying
agent, transfer agent, registrar and collateral agent and Wilmington Trust (London)
Limited as additional collateral agent, as amended, extended, restructured, renewed,
refunded, novated, supplemented, restated, replaced or modified from time to time, certain
notes were issued by the 2010 Issuers.






	(E)	 	Pursuant to an indenture (the “February 2011 Senior Secured Notes Indenture”)
dated 1 February 2011 and entered into between the February 2011 Issuers (as defined
below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York
Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
and Wilmington Trust (London) Limited as additional collateral agent, as amended,
extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or
modified from time to time, certain notes were issued by the February 2011 Issuers.






	(F)	 	Pursuant to an indenture (the “August 2011 Senior Secured Notes Indenture”) dated
9 August 2011 and entered into between the August 2011 Issuers and The Bank of New York
Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
and Wilmington Trust (London) Limited, as additional collateral agent, The Bank of New
York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral
agent and Wilmington Trust (London) Limited as additional collateral agent, together with
certain other parties, as amended, extended, restructured, renewed, refunded, novated,
supplemented, restated, replaced or modified from time to time, certain notes were issued
by the August 2011 Issuers (the “August 2011 Senior Secured Notes”).






	(G)	 	As a condition precedent to any borrowing under the Second Amended and Restated Credit
Agreement and each of the Senior Secured Notes Indentures (as defined below), the Pledgor has
agreed, for the payment and discharge of and as security for all of the Secured Obligations
(as defined below), to enter into this pledge agreement (the “Pledge Agreement”) which the
Pledgor declares to be in its best corporate interest.





IT IS AGREED as follows:




1. DEFINITIONS AND INTERPRETATION





	1.1	 	Unless defined in this Pledge Agreement or the context otherwise requires, a term defined in
the First Lien Intercreditor Agreement has the same meaning in this Pledge Agreement and in
any notice given under this Pledge Agreement.






	1.2	 	In this Pledge Agreement:






	 	 	“2009 Issuers” means the “Issuers” under and as defined in the 2009 Senior Secured Notes
Indenture, including their successors in interest.




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	 	 	“2010 Issuers” means the “Issuers” under and as defined in the 2010 Senior Secured Notes
Indenture, including their successors in interest.






	 	 	“Applicable Representative” has the meaning ascribed to such term in the First Lien
Intercreditor Agreement.






	 	 	“Agreed Security Principles” has the meaning it is given in the Second Amended and Restated
Credit Agreement and each of the Senior Secured Notes Indentures and to the extent of any
inconsistency the meaning it is given in the Second Amended and Restated Credit Agreement
shall prevail.






	 	 	“August 2011 Issuers” shall mean the “Issuers” under and as defined in the August 2011
Senior Secured Notes Indenture, including their successors in interest.






	 	 	“Borrowers” shall mean the “Borrowers” under, and as defined in, the Second Amended and
Restated Credit Agreement from time to time.






	 	 	“Business Day” has the meaning ascribed to such term in the Second Amended and Restated
Credit Agreement.






	 	 	“Event of Default” means an “Event of Default” under, and as defined in, the First Lien
Intercreditor Agreement.






	 	 	“February 2011 Issuers” means the “Issuers” under and as defined in the February 2011
Senior Secured Notes Indenture, including their successors in interest.






	 	 	“Financial Collateral Law” means the Luxembourg law of 5 August 2005 on financial collateral
arrangements, as amended.






	 	 	“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.






	 	 	“Legal Reservations” has the meaning ascribed to such term in the Second Amended and Restated
Credit 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.






	 	 	“Pledged Portfolio” means the Shares and the Related Assets.






	 	 	“Principal Finance Documents” means the Second Amended and Restated Credit Agreement, the
Senior Secured Notes Indentures, the Intercreditor Arrangements and any Additional Agreement.




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	 	 	“Related Assets” means all dividends, interest and other monies payable in respect of the
Shares and all other rights, benefits and proceeds (including the proceeds from any sale of
the Shares following an enforcement of this Pledge and, in particular, any proceeds that may
not immediately be used to discharge Secured Obligations) in respect of or derived from the
Shares (whether by way of redemption, liquidation, bonus, preference, option, substitution,
conversion or otherwise) except to the extent these constitute Shares.






	 	 	“Rights of Recourse” means all and any rights, actions and claims the Pledgor may have
against any Loan Party or any other person having granted security or given a guarantee for
the Secured Obligations, arising under or pursuant to the enforcement of the present Pledge
including, in particular, the Pledgor’s right of recourse against any such entity under the
terms of Article 2028 et seq. of the Luxembourg Civil Code (including, for the avoidance of
doubt, any right of recourse prior to enforcement), or any right of recourse by way of
subrogation or any other similar right, action or claim under any applicable law.






	 	 	“Secured Obligations” 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 (including, for the avoidance of
doubt, any liability in respect of any further advances made under the Loan Documents or
resulting from an amendment or an increase of the principal amount of the Facilities),
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.






	 	 	“Second Amended and Restated Credit Agreement” means the Credit Agreement, as amended and
restated by an amendment no. 6 and incremental term loan assumption agreement, dated as of 9
August 2011, between Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC
(formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure
Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly
Pactiv Corporation) and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings
Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative
agent, together with certain other parties.






	 	 	“Secured Parties” means the “Secured Parties” under, and as defined in, the First Lien
Intercreditor Agreement.






	 	 	“Senior Secured Notes Indentures” means the 2009 Senior Secured Notes Indenture, the 2010
Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the
August 2011 Senior Secured Notes Indenture.






	 	 	“Shareholders Register” means the register of shareholders of the Company.






	 	 	“Shares” means all of the shares (“parts sociales”) in the share capital of the Company held
by, to the order or on behalf of the Pledgor at any time, including for the avoidance of
doubt any shares which shall be issued by the Company to the Pledgor from time to time,
regardless of the reason of such issuance, whether by way of substitution,




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	 	 	 	replacement, dividend or in addition to the shares held on the date hereof, whether following
an exchange, division, free attribution, contribution in kind or in cash or for any other
reason (the “Future Shares”), in which case such Future Shares shall immediately be and
become subject to the security interest created hereunder.






	1.3	 	This Pledge Agreement is subject to the terms of the Intercreditor Arrangements. In the
event of a conflict between the terms of this Pledge Agreement and the Intercreditor
Arrangements, the terms of the Intercreditor Arrangements will prevail.






	1.4	 	In this Pledge Agreement, any reference to (a) a “Clause” is, unless otherwise stated, a
reference to a Clause hereof and (b) to any agreement (including this Pledge Agreement, the
First Lien Intercreditor Agreement, the Second Amended and Restated Credit Agreement or any
other Loan Document) is a reference to such agreement as amended, varied, modified or
supplemented (however fundamentally) from time to time. Clause headings are for ease of
reference only.






	1.5	 	This Pledge Agreement may be executed in any number of counterparts and by way of facsimile
exchange of executed signature pages, all of which together shall constitute one and the same
Pledge Agreement.





2. PLEDGE OVER PLEDGED PORTFOLIO





	2.1	 	The Pledgor pledges the Pledged Portfolio in favour of the Collateral Agent, acting for
itself and as collateral agent for the benefit of the Secured Parties, who accepts, as
first-priority security (gage) (the “Pledge”) for the due and full payment and discharge of
all of the Secured Obligations.






	2.2	 	The Pledgor and the Collateral Agent request the Company and the Company, by signing
hereunder for acceptance, undertakes to register the Pledge in the Shareholders Register and
to provide to the Collateral Agent a certified copy of the Shareholders Register evidencing
such registration on the date hereof.






	2.3	 	The following wording shall be used for the registration:






	 	 	“All shares in the Company owned from time to time by BEVERAGE PACKAGING HOLDINGS
(LUXEMBOURG) IV S.À R.L., and, in particular, the 500 Shares owned on the date of the present
registration with registration number 1 to 500, have been pledged in favour of THE BANK OF
NEW YORK MELLON acting for itself and as collateral agent for the benefit of the secured
parties pursuant to a pledge agreement dated [date].”






	2.4	 	The Pledgor and the Collateral Agent request the Company and the Company undertakes to
provide to the Collateral Agent a certified copy of the Shareholders Register evidencing the
issuance and/or the registration of any Future Shares promptly following the date of such
issuance.






	2.5	 	The following wording shall be used for the registration:






	 	 	“All shares in the Company owned from time to time by BEVERAGE PACKAGING HOLDINGS
(LUXEMBOURG) IV S.À R.L., and, in particular, the (number) Shares owned on the date of the
present registration with registration number (number) to




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	 	 	 	(number), have been pledged in favour of THE BANK OF NEW YORK MELLON acting for itself and
as collateral agent for the benefit of the secured parties pursuant to a pledge agreement
dated [date].”






	2.6	 	Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and
empowers the Collateral Agent to take or to cause any formal steps to be taken by the
directors or other officers of the Company for the purpose of perfecting the present Pledge,
if the Pledgor has failed to comply with any such perfection steps within 10 Business Days of
being notified of that failure and, for the avoidance of doubt, subject to the terms of the
Agreed Security Principles, undertakes to take any such steps itself if so directed by the
Collateral Agent. In particular, should any such steps be required in relation to Future
Shares, the Pledgor undertakes to take any such steps simultaneously to the issuance or
receipt of Future Shares.






	2.7	 	The Pledgor and the Collateral Agent hereby give power to any member of the board of managers
of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer or
director of MAS Luxembourg, with full power of substitution, to register the Pledge or the
issuance of any further Shares in the Shareholders Register.






	2.8	 	The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant
any pledge with lower rank without the prior approval of the Collateral Agent except as
contemplated under the Principal Finance Documents.





3. VOTING RIGHTS AND DIVIDENDS





	3.1	 	As long as this Pledge Agreement remains in force and unless an Event of Default has occurred
and is continuing, the Pledgor shall be entitled to receive all dividends, subject to the
terms of and to the extent permitted by the Loan Documents. Following the occurrence of an
Event of Default and provided that such Event of Default is continuing, the Collateral Agent
shall be entitled to receive all dividends (subject to terms of the Principal Finance
Documents) and to apply them in accordance with the terms of the Loan Documents.






	3.2	 	For the avoidance of doubt, unless an Event of Default has occurred and is continuing, this
provision shall not restrict the ability of the Pledgor to amend the articles of association
of the Company so long as any such amendment does not adversely affect the validity or
enforceability of this Pledge or cause an Event of Default to occur.






	3.3	 	Unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to
exercise all voting rights attached to the Shares and exercise all other rights and powers in
respect of the Shares in a manner which does not adversely affect the validity or
enforceability of this Pledge or cause an Event of Default to occur. Following the occurrence
of an Event of Default and provided that such Event of Default is continuing, the Pledgor
shall not, without the prior written consent of the Collateral Agent, exercise any voting
rights or otherwise in relation to the Shares.






	3.4	 	Following the occurrence of an Event of Default which is continuing, the Collateral Agent
may, by giving a written notice to this effect to the Pledgor and the Company, elect to
exercise the voting rights attaching to the Shares in accordance with the provisions of




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	 	 	Article 9 of the Financial Collateral Law in any manner the Collateral Agent deems fit
(including for the avoidance of doubt, in relation to the removal and appointment of
managers). Immediately upon such election being made, the Pledgor shall no longer be entitled
to exercise any voting rights, and, without prejudice to the Pledgor’s ownership of the
pledged Shares, the Collateral Agent may exercise any voting rights attaching to the Shares
as well as the rights of the Pledgor as shareholder in relation to the convening of
shareholder meetings or the adoption of written shareholder resolutions, including, for the
avoidance of doubt (each time within the limits of the rights which the Pledgor has under
applicable laws or the articles of association of the Company), the right to request the
board of managers to convene shareholder meetings and to request items to be added to the
agenda, to convene such meeting itself and to propose and adopt resolutions in written form.
The Pledgor and the Company expressly acknowledge and accept that the Collateral Agent may
exercise such rights and use, where required, the Shares for this purpose. The Pledgor shall
do whatever is necessary in order to ensure that the exercise of the voting rights in these
circumstances is facilitated and becomes possible for the Collateral Agent, including the
issuing of a written proxy in any form or any other document that the Collateral Agent may
require for the purpose of exercising the voting rights.





4. PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS





	4.1	 	The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as
permitted under the Principal Finance Documents:






	 	4.1.1	 	the Shares represent the entire issued share capital of the Company;
	 
	 	4.1.2	 	the Company has not declared any dividends in respect of the Shares that are
still unpaid at the date hereof;
	 
	 	4.1.3	 	it has not sold or disposed of all or any of its rights, title and interest
in the Pledged Portfolio; and
	 
	 	4.1.4	 	confirms to the Collateral Agent the representations contained in Section
3.02, 3.03 and 3.19(d) of the Second Amended and Restated Credit Agreement.






	4.2	 	Unless permitted by the terms of the Principal Finance Documents, except with the Collateral
Agent’s prior written consent, the Pledgor shall not:






	 	4.2.1	 	sell or otherwise dispose of all or any of the Shares or of its rights,
title and interest in the Pledged Portfolio; or
	 
	 	4.2.2	 	create, grant or permit to exist (a) any encumbrance or security interest
over or (b) any restriction on the ability to transfer or realise all or any part of
the Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and
privileges arising mandatorily by law).






	4.3	 	The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the
subsistence of this Pledge Agreement:




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	 	4.3.1	 	it shall cooperate with the Collateral Agent and sign or cause to be signed
all such further documents and take all such further action as the Collateral Agent may
from time to time reasonably request to perfect and protect this Pledge or to exercise
its rights under this Pledge Agreement;
	 
	 	4.3.2	 	as shareholder of the Company, it shall act in good faith, unless otherwise
permitted under the Principal Finance Documents, to maintain and exercise its rights in
the Company, and in particular shall not knowingly take any steps nor do anything which
would adversely affect the existence of the security interest created hereunder; and
	 
	 	4.3.3	 	without prejudice to Clause 3 (Voting Rights and Dividends), to inform the
Collateral Agent of any meeting of the shareholders, as well as of the agenda thereof
if, in each case, such agenda or meeting would materially and adversely affect the
security interest created under this Pledge Agreement and, in particular, of any
intention to increase the share capital of the Company and/or to issue new shares.





5. POWER OF ATTORNEY





	5.1	 	The Pledgor irrevocably appoints the Collateral Agent to be its attorney and in its name and
on its behalf to execute, deliver and perfect all documents and do all things that the
Collateral Agent may consider to be requisite for (a) carrying out any obligation imposed on
the Pledgor under this Pledge Agreement or (b) exercising any of the rights conferred on the
Collateral Agent or the Secured Parties by this Pledge Agreement or by law, it being
understood that the enforcement of the Pledge over the Pledged Portfolio must be carried out
as described in Clause 6 (Remedies upon Default) hereunder. The powers under this Clause 5.1
shall only be exercised upon the occurrence of an Event of Default and provided that such
Event of Default is continuing, or if the Pledgor has failed to comply with a further
assurance or any perfection obligations hereunder within 10 Business Days of being notified of
that failure.






	5.2	 	The Pledgor shall ratify and confirm all things done and all documents executed by the
Collateral Agent in the exercise of that power of attorney.






	5.3	 	The Collateral Agent shall not be obliged to exercise the powers conferred upon it by the
Pledgor under this Clause 5.1 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.





6. REMEDIES UPON DEFAULT





	6.1	 	Upon the occurrence of an Event of Default and provided that such Event of Default is
continuing, the Collateral Agent shall be entitled to realise the Pledged Portfolio in the
most favourable manner provided for by Luxembourg law and in particular the Financial
Collateral Law and may, in particular, but without limitation,






	 	6.1.1	 	appropriate the Pledged Portfolio in which case the Pledged Portfolio will
be valued at its fair value, as determined by an independent expert appointed by the
Collateral Agent, to the extent possible among the members of the Institut




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	 	 	 	Luxembourgeois des réviseurs d’entreprises or, if no such appointment can be made
or no valuation can be obtained within a reasonable time, by the Collateral Agent
in its commercially reasonable discretion. The Collateral Agent may appoint a
qualified third party to make (or to assist the Collateral Agent in making) such
valuation;
	 
	 	6.1.2	 	sell the Pledged Portfolio in a private sale at normal commercial terms
(conditions commerciales normales), or in a sale organised by a stock exchange (to be
chosen by the Collateral Agent), or in a public sale (organised at the discretion of
the Collateral Agent and which, for the avoidance of doubt, does not need to be made by
or within a stock exchange);
	 
	 	6.1.3	 	request a judicial decision that the Pledged Portfolio shall be attributed
to the Collateral Agent in discharge of the Secured Obligations following a valuation
of the Pledged Portfolio made by a court appointed expert; or
	 
	 	6.1.4	 	proceed to a set off between the Secured Obligations and the Pledged
Portfolio.






	6.2	 	The Collateral Agent shall apply the proceeds of the sale in paying the costs of that sale or
disposal and in or towards the discharge of the Secured Obligations, in accordance with the
terms of the Loan Documents.





7. EFFECTIVENESS OF COLLATERAL





	7.1	 	The Pledge shall be a continuing security and shall not be considered as satisfied or
discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part
of the Secured Obligations and shall remain in full force and effect until it has been
discharged in accordance with Clause 7.2 of this Pledge Agreement.






	7.2	 	The Pledge shall be released and cancelled (a) by the Collateral Agent at the request and
cost of the Pledgor, upon the Secured Obligations 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 Pledgor or any other person
under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the
First Lien Intercreditor Agreement.






	7.3	 	The Pledge shall be cumulative, in addition to, and independent of every other security which
the Collateral Agent and the Secured Parties may at any time hold as security for the Secured
Obligations or any rights, powers and remedies provided by law and shall not operate so as in
any way to prejudice or affect or be prejudiced or affected by any security interest or other
right or remedy which the Collateral Agent and the Secured Parties may now or at any time in
the future have in respect of the Secured Obligations.






	7.4	 	This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any
abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing
any security interest or rights or remedies that the Collateral Agent or the Secured Parties
may now or at any time in the future have from or against the Pledgor or any other person.




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	7.5	 	No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay
on its part in exercising, any of its rights under this Pledge Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right preclude any
further or other exercise of that or any other rights.






	7.6	 	Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights,
powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge
Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise
affected by:






	 	7.6.1	 	any amendment to, or any variation, waiver or release of, any Secured
Obligation or of the obligations of any Loan Parties under any other Loan Documents;
	 
	 	7.6.2	 	any failure to take, or fully to take, any security contemplated by the Loan
Documents or otherwise agreed to be taken in respect of the Secured Obligations;
	 
	 	7.6.3	 	any failure to realise or fully to realise the value of, or any release,
discharge, exchange or substitution of, any security taken in respect of the Secured
Obligations; or
	 
	 	7.6.4	 	any other act, event or omission which, but for this Clause 7.5, might
operate to discharge, impair or otherwise affect any of the obligations of the Pledgor
contained in this Pledge Agreement, the rights, powers and remedies conferred upon the
Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.






	7.7	 	For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the
future (if any) under Article 2037 of the Luxembourg Civil Code.






	7.8	 	Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor
the Secured Parties or any of their agents shall be liable by reason of (a) taking any action
permitted by this Pledge Agreement or (b) any neglect or default in connection with the
Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except
in the case of bad faith, gross negligence or wilful misconduct upon their part.





8. INDEMNITY





	 	 	To the extent set out in Section 4.11 of the First Lien Intercreditor Agreement, the Pledgor
shall, notwithstanding any release or discharge of all or any part of the security, indemnify
the Collateral Agent, its agents, its attorneys and any delegate against any action,
proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may
sustain as a consequence of any breach by the Pledgor of the provisions of this Pledge
Agreement, the exercise or purported exercise of any of the rights and powers conferred on
them by this Pledge Agreement or otherwise relating to the Pledged Portfolio.




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9. DELEGATION





	 	 	Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by
Luxembourg law), the Collateral Agent shall have full power to delegate (either generally or
specifically) the powers, authorities and discretions conferred on it by this Pledge
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 itself.





10. RIGHTS OF RECOURSE





	10.1	 	For as long as the Secured Obligations are outstanding and have not been unconditionally and
irrevocably paid and discharged in full or the Collateral Agent or the Secured Parties have
any obligations under the Loan Documents, the Pledgor shall not exercise any Rights of
Recourse, arising for any reason whatsoever, by any means whatsoever (including for the
avoidance of doubt, by way of provisional measures such as provisional attachment
(“saisie-arrêt conservatoire”) or by way of set-off.






	10.2	 	The Pledgor irrevocably agrees to waive its Rights of Recourse if the relevant person against
whom the Rights of Recourse are to be exercised has come under the direct or indirect control
of the Collateral Agent or the Secured Parties or any third party following or in connection
with, the enforcement of any security granted in connection with the Secured Obligations.






	10.3	 	Without prejudice to Clause 10.1 above, this Clause shall remain in full force and effect
notwithstanding any discharge, release or termination of this Pledge (whether or not in
accordance with Clause 7.1 of this Pledge Agreement).





11. PARTIAL ENFORCEMENT





	 	 	Subject to Clause 6 (Remedies upon Default), the Collateral Agent shall be entitled to
request enforcement of all or part of the Pledged Portfolio in its most absolute discretion.
No action, choice or absence of action in this respect, or partial enforcement, shall in any
manner affect the Pledge created hereunder over the Pledged Portfolio, as it then shall be
(and in particular those Shares which have not been subject to enforcement). The Pledge shall
continue to remain in full and valid existence until enforcement, discharge or termination
hereof, as the case may be.





12. COSTS AND EXPENSES





	 	 	Section 9.05 (Expenses; Indemnity) of the Second Amended and Restated Credit Agreement
applies to this Pledge Agreement.





13. CURRENCY CONVERSION





	 	 	Without prejudice to the terms of the Loan Documents, for the purpose of, or pending the
discharge of, any of the Secured Obligations the Collateral Agent may convert any money
received, recovered or realised or subject to application by it under this Pledge Agreement
from one currency to another, as the Collateral Agent (acting reasonably) may




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	 	 	think fit and any such conversion shall be effected at the Collateral Agent’s spot rate of
exchange for the time being for obtaining such other currency with the first currency.





14. NOTICES





	 	 	Any notice or demand to be served by one person on another pursuant to this Pledge Agreement
shall be served in accordance with the provisions of the First Lien Intercreditor Agreement.





15. SUCCESSORS





	15.1	 	This Pledge Agreement shall remain in effect despite any amalgamation or merger (however
effected) relating to the Secured Parties or the Collateral Agent, and references to the
Secured Parties or the Collateral Agent shall be deemed to include any assignee or successor
in title of the Secured Parties or the Collateral Agent and any person who, under any
applicable law, has assumed the rights and obligations of the Secured Parties or the
Collateral Agent hereunder or to which under such laws the same have been transferred or
novated or assigned in any manner.






	15.2	 	For the purpose of Articles 1278 et seq. of the Luxembourg Civil Code and any other relevant
legal provisions, to the extent required under applicable law and without prejudice to any
other terms hereof or of any other Loan Documents and in particular Clause 15.1 hereof, the
Secured Parties and the Collateral Agent hereby expressly reserve and the Pledgor agrees to
the preservation of this Pledge Agreement and the Pledge in case of assignment, novation,
amendment or any other transfer of the Secured Obligations or any other rights arising under
the Loan Documents.






	15.3	 	To the extent a further notification or registration or any other step is required by law to
give effect to the above, such further registration shall be made and the Pledgor hereby gives
power of attorney to the Collateral Agent to make any notifications and/or to require any
required registrations to be made in the Shareholders Register, or to take any other steps,
and undertakes to do so itself if so requested by the Collateral Agent.





16. AMENDMENTS AND PARTIAL INVALIDITY





	16.1	 	Changes to this Pledge Agreement and any waiver of rights under this Pledge Agreement shall
require written form.






	16.2	 	If any provision of this Pledge Agreement is declared by any judicial or other competent
authority to be void or otherwise unenforceable, that provision shall be severed from this
Pledge Agreement and the remaining provisions of this Pledge Agreement shall remain in full
force and effect. The Pledge Agreement shall, however, thereafter be amended by the parties in
such reasonable manner so as to achieve, without illegality, the intention of the parties with
respect to that severed provision.





17. LAW AND JURISDICTION





	 	 	This Pledge Agreement shall be governed by Luxembourg law and the courts of Luxembourg-City
shall have exclusive jurisdiction to settle any dispute which may arise from or in connection
with it.




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	 	 	This Pledge Agreement has been duly executed by the parties in three originals.




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SIGNATURE PAGE — PLEDGE OVER SHARES IN BEVERAGE PACKAGING

FACTORING (LUXEMBOURG) S.À R.L.



The Collateral Agent




THE BANK OF NEW YORK MELLON



Duly represented by:




	 	 	 

	/s/ Catherine F. Donohue
 

Name: Catherine F. Donohue

	 	 
	Title: Vice President
	 	 






The Pledgor 




BEVERAGE
PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.




Duly represented by:




	 	 	 

	/s/ Helen Dorothy Golding
 

Name: Helen Dorothy Golding

	 	 
	Title: Assistant Secretary
	 	 






The Company




BEVERAGE
PACKAGING FACTORING (LUXEMBOURG) S.À R.L.




Duly represented by:




	 	 	 

	/s/ Helen Dorothy Golding
 

Name: Helen Dorothy Golding

	 	 
	Title: Authorised Signatory
	 	 






SIGNATURE PAGE