CLIFFORD CHANCE


PARTNERSCHAFTSGESELLSCHAFT














Execution Version





























CLOSURE SYSTEMS INTERNATIONAL MACHINERY (GERMANY) GMBH


as Pledgor











THE BANK OF NEW YORK MELLON


as Collateral Agent and Pledgee
































ACCOUNT PLEDGE AGREEMENT


( Kontoverpfändung )














The taking of this document or any certified copy of it or any document which


constitutes substitute documentation for it, or any document which includes written


confirmations or references to it, into Austria as well as printing out any e-mail


communication which refers to any Credit Document (as defined in Clause 1 of this


document) in Austria or sending any e-mail communication to which a pdf scan of this


document is attached to an Austrian addressee or sending any e-mail communication


carrying an electronic or digital signature which refers to any Credit Document to an


Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep


the original document as well as all certified copies thereof and written and signed


references to it outside of Austria and avoid printing out any email communication


which refers to any Credit Document in Austria or sending any e-mail communication


to which a pdf scan of this document is attached to an Austrian addressee or sending


any e-mail communication carrying an electronic or digital signature which refers to


any Credit Document to an Austrian addressee.






































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CONTENTS





Clause  Page





1.  Definitions and Language ......................................................................................... - 5 -


2.  Pledge...................................................................................................................... - 12 -


3.  Purpose of the Pledges ............................................................................................ - 12 -


4.  Notice of Pledge...................................................................................................... - 13 -


5.  Pledgor's Right of Disposal.................................................................................... - 14 -


6.  Enforcement of the Pledge...................................................................................... - 14 -


7.  Limitations on Enforcement ................................................................................... - 15 -


8.  Undertakings of the Pledgor ................................................................................... - 18 -


9.  Delegation ............................................................................................................... - 19 -


10.  Indemnity ................................................................................................................ - 19 -


11.  No liability .............................................................................................................. - 20 -


12.  Duration and Independence .................................................................................... - 20 -


13.  Release ( Pfandfreigabe )......................................................................................... - 20 -


14.  Partial Invalidity; Waiver........................................................................................ - 21 -


15.  Amendments ........................................................................................................... - 21 -


16.  Notices and their Language .................................................................................... - 22 -


17.  Applicable Law, Jurisdiction .................................................................................. - 23 -


18.  Conclusion of this Agreement ( Vertragsschluss ) ................................................... - 24 -


Schedule 1 ...........................................................................................................................  - 26 -


Part 1 List of Current Borrowers ........................................................................................  - 26 -


Part 2 List of Current Guarantors, Current October 2010 Secured Notes Guarantors, Current


February 2011 Secured Notes Guarantors, Current August 2011 Secured Notes


Guarantors and Current September 2012 Secured Notes Guarantors.....................  - 26 -


Schedule 2 List of Accounts ...............................................................................................  - 31 -


PART 1– List of Accounts.................................................................................................  - 31 -


PART 2 – List of Excluded Accounts................................................................................  - 31 -


Schedule 3 Form of Notice of Pledge .................................................................................  - 32 -


Schedule 4 Form of Notification of Future Accounts.........................................................  - 36 -















































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This  ACCOUNT  PLEDGE  AGREEMENT  (the  " Agreement ")  is  made  on


February  14,


___________________ 2014





BETWEEN :





(1)  Closure Systems International Machinery (Germany) GmbH , a limited liability


company ( Gesellschaft mit beschränkter Haftung ) organised under the laws of the


Federal Republic of Germany, having its business address at Mainzer Straße 187,


67547 Worms, Germany registered in the commercial register ( Handelsregister ) of the


local court ( Amtsgericht ) of Mainz under HRB 45074 (the " Pledgor "); and


(2)  The Bank of New York Mellon , a public company incorporated under the laws of the


state of New York, having its business address at 1 Wall Street, New York, N.Y.


10286, The United States of America, in its capacity as collateral agent under the First


Lien Intercreditor Agreement (as defined below) (the " Collateral Agent " or the


" Pledgee ").


WHEREAS :





(A)  Pursuant to the third amended and restated senior secured multi-currency term and


revolving credit agreement dated 28 September 2012 of up to USD 2,355,000,000 and


EUR 380,000,000 between, inter alios , the parties listed in Schedule 1 Part 1 hereto as


current borrowers (the " Current Borrowers "), the parties listed in Schedule 1 Part 2


hereto as current guarantors (the " Current Guarantors "), Credit Suisse AG as


administrative agent and others (as amended, varied, novated, restated, supplemented,


superseded or extended from time to time, the " Third Amended and Restated Credit


Agreement "), which amends and restates the multi-currency term and revolving credit


agreement originally dated 5 November 2009 between, inter alios , the Current


Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and


others (as amended and restated pursuant to the Third Amended and Restated Credit


Agreement and as further amended, varied, novated, restated, supplemented,


superseded or extended from time to time, hereinafter the " Credit Agreement "),


certain lenders (together the " Original Lenders ") have granted certain facilities to the


Current Borrowers and certain other entities which may accede or may have acceded


to the Credit Agreement as additional borrowers.


(B)  Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter


alios , Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group


Issuer (Luxembourg) S.A as Issuers (as defined below) and certain affiliates of the


Issuers as guarantors and The Bank of New York Mellon, as indenture trustee,


principal paying agent, transfer agent and registrar, (as amended, varied, novated,


supplemented, superseded or extended from time to time, the " 2009 Senior Secured


Notes Indenture "), the Issuers have issued senior secured notes due 2016 in the


aggregate principal amount of EUR 450,000,000 (the " 2009 Senior Secured Notes ")


to certain noteholders.








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(C)  On September 14, 2012, an offer was made to purchase USD 1,125,000,000 7.75%


USD notes due 2016 issued under the 2009 Senior Secured Notes Indenture.


Approximately USD 777,489,000 aggregate principal amount of the USD notes were


tendered. The settlement took place on September 28, 2012. The remainder of the


USD notes were redeemed on October 29, 2012. The EUR 450,000,000 7.75% 2009


Senior Secured Notes issued under the 2009 Senior Secured Notes Indenture were


redeemed on December 13, 2012 (the transactions described in the last three sentences,


collectively, the “ 2009 Senior Secured Notes Redemption ”).





(D)  Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter


alios , RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer


(Luxembourg) I S.A. as escrow issuers (the " Escrow Issuers "), The Bank of New


York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as


principal paying agent, The Bank of New York Mellon as collateral agent and


Wilmington Trust (London) Limited as additional collateral agent (as amended, varied,


novated, supplemented, superseded or extended from time to time, the " October 2010


Secured Notes Indenture "), the Escrow Issuers have issued secured notes due 2019


in the aggregate principal amount of USD 1,500,000,000 in escrow (the " October


2010 Secured Notes "). In connection with the release from escrow of the proceeds of


the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow


Issuers were merged with and into the Issuers, with each of the Issuers surviving the


applicable mergers or other transfers and assuming by operation of law the obligations


of the applicable Escrow Issuers with respect to the October 2010 Secured Notes


Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed


in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture


as current October 2010 secured notes guarantors (the " Current October 2010


Secured Notes Guarantors ").





(E)  Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter


alios , the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of


New York Mellon, London Branch as principal paying agent, The Bank of New York


Mellon as collateral agent and Wilmington Trust (London) Limited as additional


collateral agent (as amended, varied, novated, supplemented, superseded or extended


from time to time, the " February 2011 Secured Notes Indenture "), the Issuers have


issued secured notes due 2021 in the aggregate principal amount of USD


1,000,000,000 (the " February 2011 Secured Notes ") which are guaranteed by certain


affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011


secured notes guarantors (the " Current February 2011 Secured Notes Guarantors ").





(F)  Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios ,


the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the


" August 2011 Escrow Issuers "), The Bank of New York Mellon as indenture trustee,


The Bank of New York Mellon, London Branch as principal paying agent, The Bank





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of New York Mellon as collateral agent and Wilmington Trust (London) Limited as


additional collateral agent (as amended, varied, novated, supplemented, superseded or


extended from time to time, the " August 2011 Secured Notes Indenture "), the


August 2011 Escrow Issuers have issued senior secured notes due 2019 in the


aggregate principal amount of USD 1,500,000,000 (the " August 2011 Secured


Notes "). In connection with the release from escrow of the proceeds of the August


2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc.


and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc.


and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg)


S.A., the " August 2011 Ultimate Issuers "), respectively, and the obligations of the


August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers


pursuant to one or more supplemental indentures between, among others, the August


2011 Escrow Issuers, the August 2011 Ultimate Issuers, 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 August


2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed


in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes


Indenture as current August 2011 secured notes guarantors (the " Current August


2011 Secured Notes Guarantors ") guarantee the August 2011 Secured Notes.





(G)  Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter


alios , the Issuers, The Bank of New York Mellon as indenture trustee, principal


paying agent, transfer agent, collateral agent and registrar, The Bank of New York


Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as


additional collateral agent (as amended, varied, novated, supplemented, superseded or


extended from time to time, the " September 2012 Secured Notes Indenture "), the


Issuers have issued secured notes due 2020 in the aggregate principal amount of USD


3,250,000,000 (the " September 2012 Secured Notes ") which are guaranteed by


certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current September


2012 secured notes guarantors (the " Current September 2012 Secured Notes


Guarantors ").





(H)  As a result of the Third Amended and Restated Credit Agreement and the amendment


No. 8 and incremental term loan assumption agreement dated 27 November 2013


between, inter alios , the Current Borrowers, the Current Guarantors, Credit Suisse AG


as administrative agent and others (the " Amendment No. 8 and Incremental Term


Loan Assumption Agreement ") certain lenders have agreed to grant incremental


term loans in an aggregate amount of up to USD 2,212,650,000 and EUR 297,000,000


to repay the existing borrowings under the Third Amended and Restated Credit


Agreement.





(I)  As a result of the Credit Agreement and the loan modification agreement dated 27


December 2013 between, inter alios , the Current Borrowers, the Current Guarantors,





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Credit Suisse AG as administrative agent and others (the " Loan Modification


Agreement "), the parties have agreed to refinance certain indebtedness and amend


certain terms of the revolving facility provided under the Credit Agreement, including


without limitation, to extend the maturity and to reduce the aggregate principal amount


of the Euro tranche of the revolving facility to EUR 54,235,000.





(J)  The Pledgor has agreed to grant a pledge (subject to the pledges existing by operation


of the general business conditions ( Allgemeine Geschäftsbedingungen ) of the


respective Account Bank (as defined below)) over its Accounts (as defined below) as


security for the Pledgee's respective claims against the Grantors (as defined below) (or


any of them) in respect of the Obligations (as defined below).





(K)  The security created by or pursuant to this Agreement is to be administered by the


Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien


intercreditor agreement dated 5 November 2009 (as amended by the Amendment No.


1 and Joinder Agreement (as defined below)) between, inter alios , the Collateral


Agent, The Bank of New York Mellon as indenture trustee, the Administrative Agent


and the Grantors (each as defined below) and others (as amended, varied, novated,


supplemented, superseded or extended from time to time, the " First Lien


Intercreditor Agreement ").





NOW, IT IS AGREED as follows:





1.  DEFINITIONS AND LANGUAGE





1.1  Definitions





In this Agreement:





" Account Banks " means the credit institutions administering the Accounts and


" Account Bank " means any of them.





" Accounts " means all bank accounts (including without limitation giro accounts and


accounts for saving deposits ( Spareinlagen ), time deposits ( Termineinlagen ) or call


money deposits ( Tagesgeldeinlagen )) which the Pledgor holds at present or may at


any time hereafter open with any credit institution in the Federal Republic of Germany


(including without limitation the accounts listed in Part 1 of Schedule 2 ( List of


Accounts ) but excluding any Social Security Bank Account as listed in Part 2 of


Schedule 2 ( List of Excluded Accounts )) and any sub-account ( Unterkonto ), renewal,


redesignation or replacement thereof, and " Account " means any of them.





" Administrative Agent " means Credit Suisse AG, Cayman Islands Branch, having its


business address at Eleven Madison Avenue, New York, NY 10010, United States of


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


successor appointed as administrative agent under the Credit Agreement.





" Amendment No.1 and Joinder Agreement " means the joinder agreement dated 21


January 2010 relating to the First Lien Intercreditor Agreement made among (amongst





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others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG


and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London)


Limited is appointed as additional collateral agent and became party to the First Lien


Intercreditor Agreement.





" August 2011 Secured Notes Documents " shall mean the August 2011 Secured


Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011


Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any


security document relating to the August 2011 Secured Notes and/or the August 2011


Secured Notes Indenture and any other document that may be entered into pursuant to


any of the foregoing.





" August 2011 Secured Notes Guarantees " shall mean the guarantees of the


obligations of the Issuers under the August 2011 Secured Notes and the August 2011


Secured Notes Indenture by the August 2011 Secured Notes Guarantors.





" August 2011 Secured Notes Guarantors " means the Current August 2011 Secured


Notes Guarantors and any entity which may accede to the August 2011 Secured Notes


Indenture as additional guarantor.





" August 2011 Secured Notes Holders " shall mean the holders from time to time of


the August 2011 Secured Notes.





" August 2011 Secured Notes Indenture Trustee " shall mean The Bank of New York


Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes


Indenture and any successor appointed as indenture trustee under the August 2011


Secured Notes Indenture.





" Borrowers " means the Current Borrowers and any entity which may accede to the


Credit Agreement as an additional borrower and " Borrower " means any of them.





" Cash Management Bank " shall mean Citibank N.A., Banco Nacional De Mexico


S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global


Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the


Administrative Agent or any of the Lender's or the Administrative Agent's affiliates (at


the time the cash management services arrangement is entered into) provided in each


case it has become a party to, or by execution of an additional bank secured party


acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor


Agreement in its capacity as cash management bank.





" Cash Management Services " shall mean any agreement or arrangement by a Cash


Management Bank to provide any composite accounting or other cash pooling


arrangements and netting, overdraft protection and other arrangements with any bank


arising under standard business terms of such Cash Management Bank to a Grantor.





" Credit Documents " shall mean the Loan Documents, the October 2010 Secured


Notes Documents, the February 2011 Secured Notes Documents, the August 2011


Secured Notes Documents and the September 2012 Secured Notes Documents.





" Enforcement Event " shall mean an Event of Default.











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" Event of Default " means any event of default ( Kündigungsgrund ) under the Credit


Agreement and/or the October 2010 Secured Notes Indenture and/or the February


2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or


the September 2012 Secured Notes Indenture.





" Existing Intercreditor Agreement " means the existing intercreditor agreement


dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter


dated 29 June 2007, as amended and restated on 5 November 2009 and as further


amended on 5 November 2010) between, inter alios , Beverage Packaging Holdings


(Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings


Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging


Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as


security trustee and others.





" February 2011 Secured Notes Documents " shall mean the February 2011 Secured


Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011


Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any


security document relating to the February 2011 Secured Notes and/or the February


2011 Secured Notes Indenture and any other document that may be entered into


pursuant to any of the foregoing.





" February 2011 Secured Notes Guarantees " shall mean the guarantees of the


obligations of the Issuers under the February 2011 Secured Notes and the February


2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.





" February 2011 Secured Notes Guarantors " means the Current February 2011


Secured Notes Guarantors and any entity which may accede to the February 2011


Secured Notes Indenture as additional guarantor.





" February 2011 Secured Notes Holders " shall mean the holders from time to time of


the February 2011 Secured Notes.





" February 2011 Secured Notes Indenture Trustee " shall mean The Bank of New


York Mellon, in its capacity as indenture trustee under the February 2011 Secured


Notes Indenture and any successor appointed as indenture trustee under the February


2011 Secured Notes Indenture.





" Grantors " means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the


October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors,


the August 2011 Notes Guarantors and the September 2012 Secured Notes Guarantors


and any person that has granted a security interest to the Collateral Agent and/or the


Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the


August 2011 Ultimate Issuers, the October 2010 Secured Notes Guarantors, the


February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the


September 2012 Secured Notes Guarantors under the Credit Documents and


" Grantor " means any of them.





" Grantors' Agent " shall mean Reynolds Group Holdings Limited or any other person


appointed as agent of the Grantors in accordance with the Principal Finance


Documents.











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" Group " means Reynolds Group Holdings Limited and its direct or indirect


subsidiaries ( Tochtergesellschaften ).





" Hedge Counterparty " means a Lender, the Administrative Agent or any of the


Lender's or the Administrative Agent's affiliates (at the time a hedging agreement is


entered into) who has entered into a hedging agreement for the purpose of hedging


interest rate liabilities and/or any exchange rate and/or commodity price risks provided


it has become a party, or by execution of an additional bank secured party


acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor


Agreement in its capacity as hedge counterparty.





" Incremental Assumption Agreement " shall mean an incremental assumption


agreement relating to incremental facilities of up to USD 750,000,000 among, and in


form and substance reasonably satisfactory to, one or more Borrowers, the


Administrative Agent, one or more Incremental Term Lenders and/or one or more


Incremental Revolving Credit Lenders pursuant to which one or more Incremental


Term Lenders make available Incremental Term Loan Commitments and/or one or


more Incremental Revolving Credit Lenders make available Incremental Revolving


Credit Commitments respectively.





" Incremental Revolving Credit Lender " shall mean a Lender with an Incremental


Revolving Credit Commitment or an outstanding revolving loan under the Credit


Agreement of any class as a result of an Incremental Revolving Credit Commitment.





" Incremental Revolving Credit Commitment " shall mean the commitment of any


Lender, established pursuant to the Credit Agreement, to make available certain


revolving credit loans to one or more Borrowers.





" Incremental Term Lender " shall mean a Lender with an Incremental Term Loan


Commitment.





" Incremental Term Loan Commitment " shall mean the commitment of any Lender,


established pursuant to the Credit Agreement, to make available certain term loans to


one or more Borrowers.





" 2013  Intercreditor  Agreement "  means  the  intercreditor  agreement  dated


15 November 2013 between, inter alios , Beverage Packaging Holdings (Luxembourg)


I S.A.,  Reynolds  Group  Holdings  Limited,  Beverage  Packaging  Holdings


(Luxembourg) II S.A., Beverage Packaging Holdings II Issuer Inc., Credit Suisse AG


as administrative agent and The Bank of New York Mellon as noteholders trustee.





" Intercreditor Arrangements " means the First Lien Intercreditor Agreement, the


Existing Intercreditor Agreement and the 2013 Intercreditor Agreement, in each case


as amended, novated, supplemented, restated, or modified from time to time.





" Issuers " means Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and


Reynolds Group Issuer (Luxembourg) S.A and " Issuer " means any of them.





" Issuing Bank " means Credit Suisse AG or any other Lender or any affiliate of Credit


Suisse AG or any other Lender that issues letters of credit or bank guarantees under


the Credit Agreement.








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" Lenders " shall mean the Original Lenders and any entity which may become a lender


under the Credit Agreement in the future and " Lender " means any of them.





" Loan Documents " shall mean the Credit Agreement, the Amendment No.1 and


Joinder Agreement, the Third Amended and Restated Credit Agreement, the


Amendment No. 8 and Incremental Term Loan Assumption Agreement and the Loan


Modification Agreement, any borrowing subsidiary agreement and/or guarantor


joinder agreement relating to the Credit Agreement, any letter of credit or bank


guarantee relating to the Credit Agreement, any security documents relating to the


Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a


Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements,


each Promissory Note, any agreement between a Grantor and a Cash Management


Bank relating to Cash Management Services, each Local Facility Agreement and any


other document that may be entered into pursuant to any of the foregoing in relation to


the Credit Agreement.





" Loan Parties " shall mean the Borrowers, the Current Guarantors and any entity


which may accede to the Credit Agreement as additional guarantor and a " Loan


Party " means any of them.





" Local Facilities " means working capital facilities provided to a Grantor (other than


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


(Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the


Borrowers) by a Local Facility Provider and " Local Facility " means any of them.





" Local Facility Agreements " shall mean any agreement under which a Local Facility


is made available.





" Local Facility Provider " means HSBC Trinkaus & Burkhardt AG, Deutsche Bank


AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking


Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card


Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico,


S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in


each case it has become a party to, or by execution of an additional bank secured party


acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor


Agreement in its capacity as local facility provider.





" Obligations " shall mean all present and future obligations and liabilities (whether


actual or contingent and whether owed jointly or severally or in any other capacity


whatsoever) of each Grantor to the Pledgee under each or any of the Credit


Documents (including, but not limited to, the Parallel Obligations), including with


respect to all costs, charges and expenses incurred by the Pledgee in connection with


the protection, preservation or enforcement of its rights under the Credit Documents or


any other document evidencing or securing any such liabilities. The Obligations shall


further include any obligation based on unjust enrichment ( ungerechtfertigte


Bereicherung ) or tort ( Delikt ).





" October 2010 Secured Notes Documents " shall mean the October 2010 Secured


Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010


Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to


the October 2010 Secured Notes Indenture, any security document relating to the





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October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and


any other document that may be entered into pursuant to any of the foregoing.





" October 2010 Secured Notes Guarantees " shall mean the guarantees of the


obligations of the Issuers under the October 2010 Secured Notes and the October 2010


Secured Notes Indenture by the October 2010 Secured Notes Guarantors.





" October 2010 Secured Notes Guarantors " means the Current October 2010


Secured Notes Guarantors and any entity which may accede to the October 2010


Secured Notes Indenture as additional guarantor.





" October 2010 Secured Notes Holders " shall mean the holders from time to time of


the October 2010 Secured Notes.





" October 2010 Secured Notes Indenture Trustee " shall mean The Bank of New


York Mellon, in its capacity as indenture trustee under the October 2010 Secured


Notes Indenture and any successor appointed as indenture trustee under the October


2010 Secured Notes Indenture.





" Parallel Obligations " means the independent obligations of any of the Grantors


arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral


Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or


any of them) under the Credit Documents.





" Pledge " and " Pledges " have the meanings given to such terms in Clause 2.1.








" Principal Finance Documents " means the Credit Agreement, the October 2010


Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August


2011 Secured Notes Indenture, the September 2012 Secured Notes Indenture and the


First Lien Intercreditor Agreement.





" Promissory Note " shall mean any promissory note executed and delivered by a


Borrower upon the request of a Lender evidencing the amount of principal owed by


such Borrower to such Lender under the Credit Agreement.





" Secured Parties " shall mean the Lenders (including in their capacity as issuing


bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge


Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each


indemnification obligation undertaken by any Grantor under any Credit Document, the


October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the


August 2011 Secured Notes Holders and the September 2012 Secured Notes Holders,


the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes


Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the


September 2012 Secured Notes Indenture Trustee, the Collateral Agent, the Local


Facility Providers and the Cash Management Banks.





" September 2012 Secured Notes Documents " shall mean the September 2012


Secured Notes Indenture, the September 2012 Secured Notes Guarantees, the


September 2012 Secured Notes, the Intercreditor Arrangements, any supplemental


indenture, any security document relating to the September 2012 Secured Notes and/or


the September 2012 Secured Notes Indenture and any other document that may be


entered into pursuant to any of the foregoing.





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" September 2012 Secured Notes Guarantees " shall mean the guarantees of the


obligations of the Issuers under the September 2012 Secured Notes and the September


2012 Secured Notes Indenture by the September 2012 Secured Notes Guarantors.





" September 2012 Secured Notes Guarantors " means the Current September 2012


Secured Notes Guarantors and any entity which may accede to the September 2012


Secured Notes Indenture as additional guarantor.





" September 2012 Secured Notes Holders " shall mean the holders from time to time


of the September 2012 Secured Notes.





" September 2012 Secured Notes Indenture Trustee " shall mean The Bank of New


York Mellon, in its capacity as indenture trustee under the September 2012 Secured


Notes Indenture and any successor appointed as indenture trustee under the September


2012 Secured Notes Indenture.





" Social Security Bank Accounts " means any and all bank accounts which the


Pledgor keeps at present or may at any time hereafter keep with any institution in the


Federal Republic of Germany for the benefit of employees under or pursuant to


applicable workmen’s compensation schemes, social security laws or regulations,


including accounts kept under or pursuant to partial retirement programs ( Blockmodell


Altersteilzeit ).





1.2  Construction





In this Agreement:





(a)  capitalised terms used in this Agreement (or in any notice given under this


Agreement) but not defined therein shall have the meanings ascribed thereto in


the First Lien Intercreditor Agreement;





(b)  any reference in this Agreement to a "Clause ", a " sub-Clause " or a


"Schedule " shall, subject to any contrary indication, be construed as a


reference to a Clause, sub-Clause or a Schedule hereof; and





(c)  to the extent the word " note " or " Note " is used in any other documents in


relation to this Agreement, it shall be construed as if it were a reference to the


word " notes " or " Notes " as defined and used in this Agreement.





1.3  This Agreement is made in the English language. For the avoidance of doubt, the


English language version of this Agreement shall prevail over any translation of this


Agreement. However, where a German translation of a word or phrase appears in the


text of this Agreement, the German translation of such word or phrase shall prevail.
































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2.  PLEDGE





2.1  The Pledgor hereby pledges to the Pledgee all its present and future rights and claims


(whether conditional or unconditional) arising against any Account Bank from or in


relation to any of the Accounts, including without limitation:





(a)  all rights and claims in respect of present and future cash deposits ( Guthaben )


(including without limitation saving deposits ( Spareinlagen ), time deposits


( Termineinlagen )  (including  fixed  deposits  ( Festgeldguthaben )  and


termination  monies  ( Kündigungsgelder ))  and  call  money  deposits


( Tagesgeldeinlagen ) (including deposits for overnight money, tom/next money,


spot/next money and money until further notice ( Geld b .a. w. )) standing from


time to time to the credit of the Accounts, including all claims to interest


payable;





(b)  in respect of each Account maintained as a giro account ( Girokonto ) at present


or in the future, (i) all claims in respect of present and future credit balances


( positive Salden ), (ii) all claims in respect of present and future credit entries


( gutgeschriebene Beträge ), (iii) all claims to interest payable and (iv) all other


present and future monetary rights and claims arising under or in connection


with the respective giro agreement ( Girovertrag ) (including without limitation


all claims to the grant of a credit entry ( Gutschriftanspruch ); and





(c)  in respect of each Account maintained as a current account ( Kontokorrentkonto )


at present or in the future, all present and future rights and claims arising under


or  in  connection  with  the  respective  current  account  agreement


( Kontokorrentabrede ) (including without limitation all claims to determination


and acknowledgement of the current account balance ( Anspruch auf


Saldofeststellung und -anerkennung ), all claims to present and future current


account balances ( Saldoforderungen ) including the causal final balance


( kausaler Schlusssaldo ) and the right to terminate the current account


relationship ( Kündigung des Kontokorrents )).





(the " Pledge " and/or the " Pledges ").





2.2  The Pledgee hereby accepts the Pledges.





2.3  The Pledges are in addition, and without prejudice, to any other security the Secured


Parties may now or hereafter hold in respect of the Obligations.





3.  PURPOSE OF THE PLEDGES





The Pledges hereunder are constituted in order to secure the prompt and complete


satisfaction of any and all Obligations. The Pledges shall also cover any future


extension of the Obligations and the Pledgor herewith expressly agrees that the





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provisions of Section 1210 para 1 sentence 2 of the German Civil Code ( Bürgerliches


Gesetzbuch ) shall not apply to this Agreement.





4.  NOTICE OF PLEDGE





4.1  Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay,





but not later than twenty business days after the date of this Agreement, and, in


relation to any Account opened after the date of this Agreement, within ten business


days after such new Account has been opened, notify each Account Bank and any


other relevant third party of the Pledge by delivering a notification substantially in the


form set out in Schedule 3 ( Form of Notice of Pledge ) by registered mail


( Einschreiben mit Rückschein ). The Pledgor shall provide the Collateral Agent with a


copy of each such notification and of the corresponding return receipt ( Rückschein ). In


addition, the Pledgor shall use all reasonable efforts to procure that each Account


Bank promptly acknowledges receipt of the respective notification, and acceptance of


the terms thereof, to the Collateral Agent and to the Pledgor.





4.2  Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the








case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral


Agent and releases it for this purpose from the restrictions of self-dealing under


Section 181 of the German Civil Code to notify each Account Bank and any other


relevant third party on its behalf of this Agreement and the Pledge constituted


hereunder by delivering a notification substantially in the form set out in Schedule 3


( Form of Notice of Pledge ), or in such substantially similar form as the Collateral


Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the


Collateral Agent may only make use of this authorisation if the Pledgor has not


complied with the obligations imposed on the Pledgor in Clause 4.1 within 10


business days of being notified of such failure (with a copy of such notice being sent


to Reynolds Group Holdings Limited) and being requested to comply or if an


Enforcement Event has occurred and is continuing.





4.3  The Pledgor shall not be under an obligation to comply with its obligation under


Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can


prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying


the relevant Account Bank of the Pledge created hereunder would not be consistent


with, whilst an Enforcement Event is not continuing, the Pledgor retaining control


over and the ability to freely use the balance of any such Account. The Collateral


Agent will not be required to use its discretion, but will take instructions in accordance


with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor's


analysis under this Clause 4.3. For the avoidance of doubt, at the date of this


Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created


hereunder is not inconsistent with the Pledgor retaining control over and the ability to


freely use the balance of any Account existing at the date of this Agreement.





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5.  PLEDGOR'S RIGHT OF DISPOSAL





The Pledgor may exercise all rights and powers in respect of each Account until the


Collateral Agent gives notice to the contrary to the Account Bank with a copy to the


Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred


and is continuing.





6.  ENFORCEMENT OF THE PLEDGE





6.1  If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements


set forth in Sections 1273 para 2, 1204 et seq . of the German Civil Code with regard to


the enforcement of the Pledges are met ( Pfandreife ), in particular, if any of the


Obligations have become due and payable, then in order to enforce the Pledges, the


Collateral Agent (acting on the instructions of the Secured Parties) may at any time


thereafter avail itself of all rights and remedies that a pledgee has against a pledgor


under the laws of the Federal Republic of Germany.





6.2  Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to


exercise its rights without obtaining an enforceable judgment or other instrument


( vollstreckbarer Titel ). The Pledgee shall be entitled to have the Pledge enforced in


any manner allowed under the laws of the Federal Republic of Germany.





6.3  The Pledgee will notify the Pledgor five business days prior to the enforcement of the





Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor


has generally ceased to make payments ( Zahlungseinstellung ), (ii) an application for


the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the


Pledgee has reasonable grounds to believe that observance of the notice period will


adversely affect the legitimate interests ( berechtigte Interessen ) of the Pledgee.





6.4  If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce





the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render


forthwith all necessary assistance in order to facilitate the prompt realisation of the


Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.





6.5  The Pledgee may, in its sole discretion, determine which of several security interests


(created under this or other security agreements) shall be used to satisfy the


Obligations.





6.6  The Pledgor hereby expressly waives all defences of revocation ( Einrede der


Anfechtbarkeit ) and set-off ( Einrede der Aufrechenbarkeit ) pursuant to Sections 770,


1211 of the German Civil Code.


























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6.7  The Pledgor hereby expressly waives its defences based on defences any Grantor


might have against any of the Obligations ( Einreden des Hauptschuldners ) pursuant to


Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.





6.8  If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or


any part of them), Section 1225 of the German Civil Code (legal subrogation of claims


to a pledgor - Forderungsübergang auf den Verpfänder ) shall not apply and no rights


of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the


Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a


result of the Pledgor entering into this Agreement, be entitled to demand


indemnification or compensation from a Grantor or any affiliate of a Grantor or assign


any of these claims.





7.  LIMITATIONS ON ENFORCEMENT





7.1  The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:





(a)  all and any amounts which are owed under the Credit Documents by the


Pledgor itself or by any of its subsidiaries; and





(b)  all and any amounts which correspond to funds that have been borrowed or


otherwise raised under the Credit Documents, in each case to the extent


borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the


Pledgor or any of its subsidiaries, or for the benefit of any of their creditors and


in each case not repaid and outstanding from time to time





(in aggregate, the " Unlimited Enforcement Amount ").





7.2  Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to


Clause 7.1 above, the Pledgee shall not be entitled to enforce the Pledge against the


Pledgor if and to the extent that:





(a)  the Pledge secures the obligations of a Grantor which is (x) a shareholder of


the Pledgor or (y) an affiliated company ( verbundenes Unternehmen ) within


the meaning of section 15 of the German Stock Corporation Act ( Aktiengesetz )


of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries);


and





(b)  the enforcement would have the effect of (x) reducing the Pledgor's net assets


( Reinvermögen ) (the " Net Assets ") to an amount of less than its stated share


capital ( Stammkapital ) or, if the Net Assets are already an amount of less than


its stated share capital, of causing such amount to be further reduced and (y)


would thereby lead to a violation of the capital maintenance requirement as set


out in Section 30 of the German Limited Liability Companies Act ( Gesetz


betreffend die Gesellschaften mit beschränkter Haftung ) provided that the





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amount of the stated share capital to be taken into consideration shall be the


amount registered in the commercial register at the date hereof, and any


increase of the stated share capital registered after the date of this Agreement


shall only be taken into account if such increase has been effected with the


prior written consent of the Collateral Agent.





7.3  The Net Assets shall be calculated as an amount equal to the sum of the values of the


Pledgor's assets (consisting of all assets which correspond to the items set forth in


section 266 sub-section (2) A, B and C of the German Commercial Code


( Handelsgesetzbuch ) less the aggregate amount of the Pledgor's liabilities (consisting


of all liabilities and liability reserves which correspond to the items set forth in section


266 sub-section (3) B, C and D of the German Commercial Code), save that:





(a)  any asset that is shown in the balance sheet with a book value ( Buchwert ) that


is significantly lower than the market value of such asset and that is not


necessary for the Pledgor's business ( nicht betriebsnotwendig ) shall be taken


into account with its market value;





(b)  obligations under loans provided to the Pledgor by any member of the Group


or any other affiliated company shall not be taken into account as liabilities as


far as such loans are subordinated by law or by contract at least to the claims of


the unsubordinated creditors of the Pledgor; and





(c)  obligations under loans or other contractual liabilities incurred by the Pledgor


in violation of the provisions of the Credit Documents shall not be taken into


account as liabilities.





The Net Assets shall be determined in accordance with the generally accepted


accounting principles applicable from time to time in Germany ( Grundsätze


ordnungsmäßiger Buchführung ) and be based on the same principles that were applied


by the Pledgor in the preparation of its most recent annual balance sheet


( Jahresbilanz ).





It being understood that the assets of the Pledgor will be assessed at liquidation values


( Liquidationswerte ) if the managing directors of the Pledgor, at the time they prepare


the Management Determination (as defined below) are, due to factual or legal


circumstances at that time, in their opinion not able to make a positive prognosis as to


whether the business of the Pledgor can carry on as a going concern ( positive


Fortführungsprognose ), in particular when the Pledge is enforced.





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





(a)  without undue delay, but not later than within 5 business days, after receipt of


a notification by the Collateral Agent of its intention to enforce the Pledge (the








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" Notice "), the Pledgor has confirmed in writing to the Collateral Agent (x) to


what extent such Pledge is up-stream or cross-stream security as described in


Clause 7.2 above and (y) which amount of such up-stream or cross-stream


security cannot be enforced as it would cause the net assets of the Pledgor to


fall below its stated share capital (taking into account the adjustments set out in


Clause 7.3 above) and such confirmation is supported by evidence reasonably


satisfactory to the Collateral Agent (the " Management Determination ") and


the Collateral Agent has not contested this and argued that no or a lesser


amount would be necessary to maintain the Pledgor's stated share capital; or





(b)  within 20 business days from the date the Collateral Agent has contested the


Management Determination, the Collateral Agent receives from the Pledgor an


up to date balance sheet prepared by a firm of auditors of international standard


and reputation (the " Determining Auditors ") which shows the value of the


Pledgor's Net Assets (the " Balance Sheet "). The Balance Sheet shall be


prepared in accordance with the principles set out in Clause 7.3 above,


provided that the final sentence of Clause 7.3 above shall not apply unless the


Determining Auditors have in an independent assessment determined that the


assets  of  the  Pledgor  should  be  evaluated  at  liquidation  values


( Liquidationswerte ) in accordance with the generally accepted accounting


principles  applicable  from  time  to  time  in  Germany  ( Grundsätze


ordnungsmäßiger Buchführung ) and shall contain further information (in


reasonable detail) relating to items to be adjusted pursuant to Clause 7.3 above.


If the Pledgor fails to deliver a Balance Sheet within the aforementioned time


period, the Pledgee shall be entitled to enforce the Pledge irrespective of the


limitations set out in Clause 7.2 above.





7.5  If the Pledgee disagrees with the Balance Sheet, it shall be entitled to enforce the


Pledge up to the amount which, according to the Balance Sheet, can be enforced in


compliance with the limitations set out in Clause 7.2 above. In relation to any


additional amounts for which the Pledgor is liable under this Agreement, the Pledgee


shall be entitled to further pursue their claims (if any) and the Pledgor shall be entitled


to prove that this amount is necessary for maintaining its stated share capital


(calculated as of the date the Pledgee has given notice of its intention to enforce the


security created under this Agreement).





7.6  No reduction of the amount enforceable under this Clause 7 will prejudice the right of


the Pledgee to continue enforcing the Pledge (subject always to the operation of the


limitations set out above at the time of such enforcement) until full satisfaction to the


claims secured.

















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8.  UNDERTAKINGS OF THE PLEDGOR





Unless otherwise permitted by the Principal Finance Documents, during the term of


this Agreement, the Pledgor undertakes to the Pledgee:





8.1  subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank


releases any existing lien, including without limitation any pledge existing by


operation of its general business conditions ( Allgemeine Geschäftsbedingungen ), and


waives any right of set-off and right of retention in respect of the Accounts by


countersigning and returning an acknowledgement of notice of pledge substantially in


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


Pledgee;





8.2  to instruct each Account Bank to provide the Pledgee following receipt by the relevant








Account Bank of a notice pursuant to Clause 5 with all information requested by it in


respect of the Accounts and to that extent to release each Account Bank from its


obligation to maintain confidentiality ( Bankgeheimnis ) by delivering a notice of


pledge to the respective Account Bank in accordance with the requirements set out in


Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes


not to revoke such instruction during the term of this Agreement, other than in respect


of an Account which is closed or disposed of in accordance with the terms of the


Credit Documents;





8.3  to notify the Pledgee without undue delay substantially in the form set out in Schedule





4 ( Form of Notification of Future Accounts ) of each new bank account opened by the


Pledgor with a credit institution in the Federal Republic of Germany in accordance


with Clause 4 above including a designation, as applicable, whether such new bank


account is a Social Security Bank Account. For the avoidance of doubt, the Pledgor is


aware that any new bank account opened within the Federal Republic of Germany


(except in case of a Social Security Bank Account) will become an Account in the


meaning of this Agreement upon notice to the Account Bank and will be subject to the


Pledge and the obligations assumed by the Pledgor hereunder without any further


agreement;





8.4  to close any of the Accounts only upon giving 5 business days prior notice to the


Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;








8.5  to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to


date account statement sheets ( Kontoauszüge ) showing the balance on each of the


Accounts, provided that the Pledgee shall not request such information more than


twice in any one year period prior to the occurrence of an Enforcement Event that is


continuing;














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8.6  with regard to any account books ( Sparbücher ) and any other documents which are





necessary to dispose over ( verfügen ) any of the Accounts, the Pledgor undertakes to


deliver the originals of such documents to the Pledgee without undue delay if the


Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its


reasonable request following such event without undue delay any documents or other


information concerning the Accounts, in particular (but not limited to) the account


opening documents and any agreements between the Account Bank and the Pledgor in


relation to the Accounts;





8.7  not to grant to any third party any rights in respect of the Accounts ( keine Und-Konten


oder Oder-Konten oder sonstige Rechte Dritter ) (other than those arising under the


relevant  Account  Bank's  general  business  conditions  ( Allgemeine


Geschäftsbedingungen )) without the prior written consent of the Collateral Agent (as


instructed in accordance with the Principal Finance Documents) (such consent not to


be unreasonably withheld);





8.8  to inform the Pledgee without undue delay of any attachment ( Pfändung ) and any third


parties bringing claims in respect of any of the Accounts, such notice to be


accompanied by any documents the Pledgee might need to defend itself against any


claim by a third party. In the case of any attachment ( Pfändung ) in respect of any of


the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a


copy  of  the  attachment  order  ( Pfändungsbeschluss ),  any  transfer  order


( Überweisungsbeschluss ) and all other documents necessary for a defence against the


attachment. The Pledgor shall inform the attaching creditor of the Pledge without


undue delay; and





8.9  except as otherwise agreed pursuant to the Principal Finance Documents, insofar as


additional declarations or actions are necessary for the creation of the Pledge, the


Pledgor shall, at the Collateral Agent's reasonable request (acting on the reasonable


instructions of the Secured Parties), make such declarations and undertake such


actions at the Pledgor's costs and expenses.





9.  DELEGATION





The Pledgee shall have full power to delegate (either generally or specifically) the


powers, authorities and discretions conferred on it by this Agreement on such terms


and conditions as it shall see fit. The Pledgee shall only remain liable for diligently


selecting and providing initial instructions to such delegate.





10.  INDEMNITY





To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall,


notwithstanding any release or discharge of all or any part of the security, indemnify


the Pledgee, its agents its attorneys and any delegate against any action, proceeding,





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claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it


may sustain as a consequence of any breach by the Pledgor of the provisions of this


Agreement, the exercise or purported exercise of any of the rights and powers


conferred on them by this Agreement or otherwise relating to the Pledge.





11.  NO LIABILITY





Except to the extent provided in the Principal Finance Documents, none of the Pledgee,


its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any


action permitted by this Agreement or (b) any neglect or default in connection with the


assets and rights subject to the security interest created hereunder, save in respect of


any loss or damage which is suffered as a result of wilful misconduct ( Vorsatz ) or


gross negligence ( grobe Fahrlässigkeit ) by the Pledgee, its nominee(s) or agent(s) or


delegate(s), or (c) the enforcement or realisation of all or any part of the security


interest created hereunder.





12.  DURATION AND INDEPENDENCE





12.1  This Agreement shall remain in full force and effect until complete satisfaction of the


Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit


Documents have only temporarily discharged the Obligations.





12.2  This Agreement shall create a continuing security and no change, amendment, or


supplement whatsoever in the Credit Documents or in any document or agreement


related to any of the Credit Documents shall affect the validity or the scope of this


Agreement nor the obligations which are imposed on the Pledgor pursuant to it.





12.3  This Agreement is independent from any other security or guarantee which may have


been or will be given to the Pledgee. None of such other security shall prejudice, or


shall be prejudiced by, or shall be merged in any way with this Agreement.





12.4  Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the


security created hereunder shall not be affected by any transfer or assumption of the


Obligations to, or by, any third party.





13.  RELEASE ( PFANDFREIGABE )





13.1  Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent


(as instructed in accordance with the First Lien Intercreditor Agreement) will as soon


as reasonably practical declare in writing the release of the Pledge ( Pfandfreigabe ) to


the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware


that upon full and complete satisfaction of the Obligations the Pledge, due to its


accessory nature ( Akzessorietät ), ceases to exist by operation of German mandatory


law.








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13.2  At any time when the total value of the aggregate security granted by the Pledgor and


any of the other Grantors to secure the Obligations (the " Security "), which can be


expected to be realised in the event of an enforcement of the Security ( realisierbarer


Wert ), exceeds 110% of the Obligations (the " Limit ") not only temporarily, the


Pledgee shall on demand of the Pledgor release such part of the Security


( Sicherheitenfreigabe ) as the Pledgee (as instructed in accordance with the First Lien


Intercreditor Agreement) may in its reasonable discretion determine so as to reduce


the realisable value of the Security to the Limit.





13.3  The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement)


will as soon as reasonably practicable declare in writing the release of the Pledge


( Pfandfreigabe ) to the Pledgor in accordance with, and to the extent required by, the


Intercreditor Arrangements.





14.  PARTIAL INVALIDITY; WAIVER





14.1  If at any time, any one or more of the provisions hereof is or becomes invalid, illegal


or unenforceable in any respect under the law of any jurisdiction, such provision shall


as to such jurisdiction, be ineffective to the extent necessary without affecting or


impairing the validity, legality and enforceability of the remaining provisions hereof


or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable


provision shall be deemed to be replaced with such valid, legal or enforceable


provision which comes as close as possible to the original intent of the parties and the


invalid, illegal or unenforceable provision. Should a gap ( Regelungslücke ) become


evident in this Agreement, such gap shall, without affecting or impairing the validity,


legality and enforceability of the remaining provisions hereof, be deemed to be filled


in with such provision which comes as close as possible to the original intent of the


parties.





14.2  No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right


or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial


exercise of any right or remedy prevent any further or other exercise thereof or the


exercise of any other right or remedy. The rights and remedies provided hereunder are


cumulative and not exclusive of any rights or remedies provided by law.





15.  AMENDMENTS





Changes and amendments to this Agreement including this Clause 15 shall be made in





writing.
































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16.  NOTICES AND THEIR LANGUAGE





16.1  All notices and other communications provided for herein shall be in writing and shall


be delivered by hand or overnight courier service, mailed by certified or registered


mail or sent by fax, as follows:





For the Pledgor:  Closure  Systems  International


Machinery (Germany) GmbH





Address:  Mainzer Straße 187


67547 Worms














Fax:  +49 6241 / 4001 – 850





Attention:  Managing  Directors


( Geschäftsführung )

















For the Pledgor with a copy to:  Address:
 
 
 
 
 
 
 
 Telephone:
 c/o Rank Group Limited
 Level 9
 148 Quay Street
 PO Box 3515
 Auckland 1140
 New Zealand
 
 +649 3666 259








Fax:  +649 3666 263





Attention:  Helen Golding




































































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For the Collateral Agent:  The Bank of New York Mellon











Address:
 
 
 
 
 
 
 
 Telephone:
 101 Barclay Street, 4E
 
 New York, NY 10286
 
 The United States of
 
 America
 
 +212 298 1528








Fax:  +212 815 5366





Attention:  International  Corporate


Trust











16.2  Any party hereto may change its address or fax number for notices and other


communications hereunder by notice to the other parties hereto. As agreed to in


writing in accordance with the First Lien Intercreditor Agreement, notices and other


communications hereunder may also be delivered by e-mail to the e-mail address of a


representative of the applicable party to this Agreement provided from time to time by


such party.





16.3  All notices and other communications given to any party in connection with this


Agreement in accordance with the provisions of this Agreement shall be deemed


( widerlegbare Vermutung ) received on the date sent (if a business day) and on the next


business day thereafter (in all other cases) if delivered by hand or overnight courier


service or sent by fax or on the date five business days after dispatch by certified or


registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to


such party as provided in this Clause 16 or in accordance with the latest unrevoked


direction from such party given in accordance with this Clause 16.





16.4  Any notice or other communication under or in connection with this Agreement shall


be in the English language or, if in any other language, accompanied by a translation


into English. In the event of any conflict between the English text and the text in any


other language, the English text shall prevail.





17.  APPLICABLE LAW, JURISDICTION





17.1  This Agreement is governed by the laws of the Federal Republic of Germany.





17.2  The place of jurisdiction for any and all disputes arising under or in connection with


this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall


also be entitled to take action against the Pledgor in any other court of competent








19245-3-4546-v4.0  - - 23 --  70-40145101














jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more


jurisdictions shall not preclude the taking of proceedings in any other jurisdiction


(whether concurrently or not) if and to the extent permitted by applicable law.





18.  CONCLUSION OF THIS AGREEMENT ( VERTRAGSSCHLUSS )





18.1  The parties to this Agreement may choose to conclude this Agreement by an exchange


of  signed  signature  page(s),  transmitted  by  means  of  telecommunication


( telekommunikative Übermittlung ) by fax or attached as an electronic photocopy (pdf.,


tif., etc.) to an e-mail.





18.2  If the parties to this Agreement choose to conclude this Agreement pursuant to sub-





Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement


to  attention  of  Isabel  van  Bremen  or  Axel  Schlieter


( isabel.vanbremen@cliffordchance.com or  axel.schlieter@cliffordchance.com , fax:


+49 211 43 55 5600) (each a " Recipient "). The Agreement will be considered


concluded once any of the Recipients has actually received the signed signature page(s)


( Zugang der Unterschriftsseite(n) ) from all parties to this Agreement and at the time


of the receipt of the last outstanding signature page(s).











18.3
 For the purposes of this Clause 18 only, the parties to this Agreement appoint each
 
 Recipient individually as their attorney ( Empfangsvertreter ) and expressly allow
 ( gestatten ) each Recipient to collect the signed signature page(s) from all and for all
 parties to this Agreement. For the avoidance of doubt, the Recipients will have no
 further duties connected with their position as Recipient. In particular, the Recipients
 may assume the conformity to the authentic original(s) of the signature page(s)
 transmitted to it by means of telecommunication, the genuineness of all signatures on
 the original signature page(s) and the signing authority of the signatories.





SCHEDULE 1





PART 1


LIST OF CURRENT BORROWERS








SIG Euro Holding AG & Co. KGaA





Closure Systems International Holdings Inc.





Closure Systems International B.V.





Reynolds Consumer Products Holdings LLC





Reynolds Group Holdings Inc.





Pactiv LLC





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





Evergreen Packaging Inc.





Reynolds Consumer Products Inc.





PART 2


LIST OF CURRENT GUARANTORS, CURRENT OCTOBER 2010 SECURED


NOTES GUARANTORS, CURRENT FEBRUARY 2011 SECURED NOTES


GUARANTORS, CURRENT AUGUST 2011 SECURED NOTES GUARANTORS AND


CURRENT SEPTEMBER 2012 SECURED NOTES GUARANTORS








SIG Austria Holding GmbH





SIG Combibloc GmbH





SIG Combibloc GmbH & Co. KG





Closure Systems International (Brazil) Sistemas de Vedação Ltda.





SIG Beverages Brasil Ltda





SIG Combibloc do Brasil Ltda





Evergreen Packaging Canada Limited





Pactiv Canada Inc.





Omni-Pac Ekco GmbH Verpackungsmittel





Omni-Pac GmbH Verpackungsmittel








19245-3-4546-v4.0  - - 26 --  70-40145101








Pactiv Deutschland Holdinggesellschaft mbH





SIG Combibloc GmbH





SIG Combibloc Holding GmbH





SIG Combibloc Systems GmbH





SIG Combibloc Zerspanungstechnik GmbH





SIG Euro Holding AG & Co. KGaA





SIG Information Technology GmbH





SIG International Services GmbH





SIG Beteiligungs GmbH





Beverage Packaging Holdings (Luxembourg) I S.A.





Beverage Packaging Holdings (Luxembourg) II S.A.





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





Evergreen Packaging (Luxembourg) S.à r.l.





Reynolds Group Issuer (Luxembourg) S.A.





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





Beverage Packaging Holdings (Luxembourg) V S.A.





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





CSI en Ensenada, S. de R.L. de C.V.





CSI en Saltillo, S. de R.L. de C.V.





CSI Tecniservicio, S. de R.L. de C.V.





Grupo CSI de Mexico, S. de R.L. de C.V.





Reynolds Metals Company de Mexico, S. de R.L. de CV





Pactiv Foodservice México, S. de R.L. de C.V.





Grupo Corporativo Jaguar S.A. de C.V.





Servicios Industriales Jaguar, S.A. de C.V.





Servicio Terrestre Jaguar, S.A. de C.V.





Pactiv Mexico S. de R.L. de C.V.








19245-3-4546-v4.0  - - 27 --  70-40145101








Closure Systems International B.V.





Evergreen Packaging International B.V.





Reynolds Packaging International B.V.





Reynolds Group Holdings Limited





Whakatane Mill Limited





SIG allCap AG





SIG Combibloc Group AG





SIG Combibloc Procurement AG





SIG Combibloc (Schweiz) AG





SIG Schweizerische Industrie-Gesellschaft AG





SIG Technology AG





SIG Combibloc Ltd.





Graham Packaging PX Company





Graham Packaging PX, LLC





Bakers Choice Products, Inc.





BCP/ Graham Holdings L.L.C.





Beverage Packaging Holdings II Issuer Inc.





Blue Ridge Holding Corp.





Blue Ridge Paper Products Inc.





Closure Systems International Americas, Inc.





Closure Systems International Holdings Inc.





Closure Systems International Inc.





Closure Systems International Packaging Machinery Inc.





Closure Systems Mexico Holdings LLC





CSI Mexico LLC





CSI Sales & Technical Services Inc.





Evergreen Packaging Inc.








19245-3-4546-v4.0  - - 28 --  70-40145101








GPACSUB LLC





GPC Capital Corp. I





GPC Capital Corp. II





GPC Holdings LLC





GPC OPCO GP LLC





GPC SUB GP LLC





Graham Packaging Acquisition Corp.





Graham Packaging Company, Inc.





Graham Packaging Company, L.P.





Graham Packaging LC, L.P.





Graham Packaging LP Acquisition LLC





Graham Packaging PET Technologies Inc.





Graham Packaging Plastic Products Inc.





Graham Packaging PX Holding Corporation





Graham Packaging Regioplast STS Inc.





Graham Packaging GP Acquisition LLC





Pactiv LLC





Pactiv Germany Holdings Inc.





Pactiv International Holdings Inc.





Pactiv Management Company LLC





PCA West Inc.





Pactiv Packaging Inc.





RenPac Holdings Inc.





Reynolds Consumer Products Holdings LLC.





Reynolds Presto Products Inc.





Reynolds Consumer Products Inc.





Reynolds Group Holdings Inc.








19245-3-4546-v4.0  - - 29 --  70-40145101











Reynolds Group Issuer Inc.





Reynolds Group Issuer LLC





Reynolds Manufacturing, Inc.





Reynolds Services Inc.





SIG Combibloc Inc.





SIG Holding USA, LLC





Spirit Foodservice Products, Inc.





Spirit Foodservice, Inc.





Master Containers, Inc.





Southern Plastics, Inc.





BRPP, LLC





Graham Packaging Minster LLC





Graham Packaging Holdings Company





Graham Recycling Company, L.P.





Graham Packaging West Jordan, LLC.

























































































19245-3-4546-v4.0  - - 30 --  70-40145101





(Sub-) AccountNo.Bank     Sort     Code(Bankleitzahl)Name and address ofAccount BankType           ofaccountCurrency214630600DE94700400410214630600Commerzbank               AGKaiserplatz60261 Frankfurt am MainEUR




















SCHEDULE 2


LIST OF ACCOUNTS





PART 1– LIST OF ACCOUNTS














PART 2 – LIST OF EXCLUDED ACCOUNTS





[currently none]


























































































































19245-3-4546-v4.0  - - 31 --  70-40145101














SCHEDULE 3


FORM OF NOTICE OF PLEDGE





[ Letterhead of Pledgor ]





Absender/From:  [ Pledgor ]





An/To:  [ Account Bank ]





Datum/Date:  [●]





Verpfändungsanzeige  Notice of Pledge





Betrifft: Konto Nr. [●]  Re: Account No. [●]





Sehr geehrte Damen und Herren,  Dear Sirs,











Hiermit zeigen wir Ihnen an, dass wir gemäß
 
 Ziffer 2.1 des hier in Kopie beigefügten
 Kontenverpfändungsvertrags vom [●] alle
 Rechte und Ansprüche bezüglich des o. g.
 Kontos  und  aller  sonstigen  bei  Ihnen
 geführten Konten (die " K ONTEN ") (inklusive
 aller Unterkonten, etwaiger Neueröffnungen,
 Verlängerungen,  Umbenennung  und
 Festgeldkonten)  zu  Gunsten  des
 S ICHERHEITENTREUHÄNDERS  verpfändet
 haben.
 
 Die Verpfändung umfasst insbesondere alle
 Ansprüche auf gegenwärtige und zukünftige
 Guthaben  (einschließlich  Spareinlagen,
 Termineinlagen,  Festgeldeinlagen  und
 Tagesgeldeinlagen)  und  positive  Salden
 sowie alle darauf anfallenden Zinsen.
 
 Solange Sie als kontoführende Bank keine
 gegenteilige  Nachricht  vom
 S ICHERHEITENTREUHÄNDER erhalten, sind wir
 ermächtigt,  über  die  K ONTEN  und
 insbesondere  die  Kontenguthaben  zu
 verfügen.  Im  Fall  des  Erhalts  einer
 entsprechenden  Nachricht  sind  Sie  als
 kontoführende  Bank  gehalten,  keinerlei
 Verfügungen unsererseits über die K ONTEN
 und die Kontenguthaben mehr zuzulassen.
 
 Wir verzichten hiermit in bezug auf alle bei
 Ihnen geführten K ONTEN zu Gunsten des
 S ICHERHEITENTREUHÄNDERS auf unser Recht
 auf  Vertraulichkeit  ( Bankgeheimnis )  und
 We hereby give you notice that pursuant to
 
 Clause 2.1 of an account pledge agreement
 dated [●], a copy of which is attached hereto,
 we have pledged in favour of the Collateral
 Agent all of our rights and claims in respect
 of the above account and all other accounts
 maintained with you from time to time (the
 " Accounts ") (including all sub-accounts
 thereof, renewals, replacements,
 redesignations and related fixed deposit
 accounts thereof).
 
 The pledge comprises in particular all claims
 to present and future cash deposits (including
 saving deposits, time deposits, fixed deposits
 and call money deposits) and credit balances
 and all claims to interest payable in relation
 thereto.
 
 Until notice to the contrary from the
 Collateral Agent to be served on you as
 account bank, we may continue to operate the
 Accounts and in particular may dispose over
 the amounts standing to the credit thereof.
 Upon receipt of such aforesaid notice to the
 contrary, you as account bank shall not allow
 any dispositions by us of the Accounts and of
 the amounts standing to the credit thereof.
 
 
 We herewith waive all rights of
 confidentiality ( Bankgeheimnis ) in relation to
 all accounts held with you for the benefit of
 the Collateral Agent. If you have received the











19245-3-4546-v4.0  - - 32 --  70-40145101














beauftragen und ermächtigen Sie hiermit,
 nachdem  Sie  die  o.g  Nachricht  vom
 S ICHERHEITENTREUHÄNDER erhalten haben,
 dem S ICHERHEITENTREUHÄNDER auf sein
 above notice from the Collateral Agent we
 hereby instruct and authorise you to provide
 the Collateral Agent with any information
 requested by it in respect of such accounts.


Verlangen jede gewünschte Information im


Hinblick auf solche Konten zu geben.





Diese  Verpfändungsanzeige  unterliegt This notice of pledge shall be construed in





deutschem Recht.
 accordance with German law.








In Zweifelsfällen gilt die deutsche Fassung In cases of doubt the German version of this





dieser Verpfändungsanzeige.
 
 Wir  bitten  Sie,  die  dieser
 Verpfändungsanzeige  beigefügte
 Empfangsbestätigung  als  Zeichen  Ihres
 Einverständnisses mit den hierin und in der
 Empfangsbestätigung  genannten
 Bestimmungen unterzeichnet sowohl an uns
 als auch an den S ICHERHEITENTREUHÄNDER
 notice of pledge shall prevail.
 
 Please sign the enclosed Acknowledgement
 of Notice of Pledge in order to acknowledge
 receipt of this notice and your agreement to
 the terms set out herein and in the enclosed
 Acknowledgement and return the same to us
 and to the Collateral Agent. The address of
 the Collateral Agent is the following:


zu  senden.  Die  Adresse  des


S ICHERHEITENTREUHÄNDERS ist die folgende:











[ name and address of Collateral Agent ]











Mit freundlichen Grüßen  Yours faithfully











[ Pledgor ]





___________________________________________


( Geschäftsführer/Managing Director )






























































19245-3-4546-v4.0  - - 33 --  70-40145101














[ Letterhead of Account Bank ]





Absender/From:  [ Account Bank ]





An/ To:  [ Collateral Agent ]


und/and


[ Pledgor ]





Datum/ Date:  [●]





Bestätigung  des  Empfangs  einer Acknowledgement of Notice of Pledge


Verpfändungsanzeige





Betrifft: Konto Nr. [●]  Re: Account No. [●]





Sehr geehrte Damen und Herren,  Dear Sirs,











Wir  bestätigen  hiermit  den  Erhalt  der
 Verpfändungsanzeige vom [ Datum ] sowie der
 Kopie des Kontoverpfändungsvertrags vom
 [●] und unser Einverständnis mit den darin
 enthaltenen Bestimmungen.
 
 Wir  versichern,  dass  wir  keine
 Verpfändungsanzeige bzgl. der verpfändeten
 Konten erhalten haben und uns mit Ausnahme
 unseres  AGB-Pfandrechts  keine  Rechte
 Dritter an den verpfändeten Konten bekannt
 sind.
 
 Wir verpflichten uns hiermit, sowohl im
 eigenen Namen als auch für unsere jeweiligen
 Rechtsnachfolger, die in der obengenannten
 Verpfändungsanzeige  enthaltenen
 Bestimmungen  und  Anweisungen  zu
 befolgen.
 
 Wir verzichten hiermit unwiderruflich und
 bedingungslos auf jegliche Aufrechnungs-
 und Zurückbehaltungsrechte bzgl. der Konten,
 wobei  es  unser  Verständnis  ist,  dass
 Saldierungen  bei  Kontokorrentkonten
 weiterhin  vorgenommen  und
 Kontoführungsgebühren  und  retournierte
 Schecks  den  Konten  weiterhin  ohne
 Einschränkung belastet werden dürfen.
 We hereby acknowledge receipt of the notice
 of pledge dated [ date ] and of a copy of the
 account pledge agreement dated [●] and
 confirm our agreement with the terms set out
 therein.
 
 We confirm that we have neither received
 any previous notice of pledge relating to the
 pledged accounts nor are we aware of any
 third party rights in relation to the accounts
 except for the right of pledge arising
 pursuant to our general business conditions.
 
 We hereby confirm on behalf of ourselves
 and our legal successors in title that we will
 act in accordance with the terms and
 instructions set out in the notice of pledge
 referred to above.
 
 
 We hereby irrevocably and unconditionally
 waive our rights in respect of and agree not
 to make any set-off from the Accounts or
 invoke any rights of retention in relation to
 the Accounts; it being understood that the
 balancing of current accounts shall be
 permitted and that account-keeping fees and
 returned cheques may furthermore be debited
 without restriction.








Des Weiteren erklären wir hiermit, dass wir We hereby release the pledge granted in our


das  aufgrund  unserer  Allgemeinen favour in respect of the Accounts pursuant to


Geschäftsbedingungen  an  den  Konten our General Business Conditions.


bestehende Pfandrecht aufgeben.








19245-3-4546-v4.0  - - 34 --  70-40145101














Dieses Schreiben unterliegt deutschem Recht.  This letter shall be construed in accordance


with German law.





In Zweifelsfällen gilt die deutsche Fassung In cases of doubt the German version of this





dieses Schreibens.
 letter shall prevail.








Mit freundlichen Grüßen  Yours faithfully











[ Account Bank ]





_____________________________


([ Name des Unterzeichners/name of signatory ])












































































































































19245-3-4546-v4.0  - - 35 --  70-40145101





(Sub-) AccountNo.Bank Sort Code(Bankleitzahl)Name and address of AccountBank (the "Account Bank")Type ofAccount[●][●][●][●]











SCHEDULE 4


FORM OF NOTIFICATION OF FUTURE ACCOUNTS











From:  [ Pledgor]





To:  [ Collateral Agent ]





Date:  [ Date of Notification ]





Re:  Account pledge agreement dated [ date of this Agreement ] between us


as pledgor and you as pledgee (the "Account Pledge Agreement" )





Dear Sirs,





In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice


that we [will open/have opened] the following bank account (the "New Account"):




















Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the


Account Pledge Agreement.





We hereby confirm that all our present and future rights and claims (whether conditional or


unconditional) arising against the Account Bank from or in relation to the New Account (as


specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant


to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge


that all obligations imposed on us in the Account Pledge Agreement in respect of the


Accounts also apply for the New Account.





[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the


notice of pledge we have given to the Account Bank in respect of the New Account as well as


an original copy of the acknowledgement countersigned by the Account Bank.]















































19245-3-4546-v4.0  - - 36 --  70-40145101














Yours faithfully











[ Pledgor ]





By:  ______________________________





Name:





Title: Managing Director (Geschäftsführer)





















































































































































19245-3-4546-v4.0  - - 37 --  70-40145101