SlXTH AMENDMENT TO THE ACCOUNTS PLEDGE AGREEMENT














between














THE BANK OF NEW Y Olli( MELLON


as Collateral Agent for the benefit of the Secured Parties under the First Lien lntercreditor Agreement





and





CLOSURE SYSTEMS INTERNATIONA.L  (BRAZLL) SISTEMAS DE VEDAC,:AO LTDA.


as Grantor









































Dated as of


February 14 ,2014









































.

















SIXTH AMENDMENT TO THE ACCOUNTS PLEDGE AGREEMENT











This Sixth Amendment to the Accounts Pledge Agreement (the "Amendment") is made as of February 14  , 2014 by and among:





(a) THE BANK OF' NEW YORK MELLON, a financial institution puly organized and existing under the laws ofllie Stale of New York, with its registered office at t Ol Barclay Street, 4E, New York, NY 12086, USA, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under ri 0 09.214.177/0001-65, acting exclusively in the capacity as collateral agent of and for the benefit of the Secured Parties under the First Lien Intercreditor Agreement (together with its successors - -and permitted assign e es in such capacity, the " Collateral  A gent"); and





(b) CLOSUllE SYSTEi\·s  NTEl NATIONAL (BRAZIL) Srsn:MAS DE VEDA(,-:AO LIDA., a limited liability company duly organized and,existi1,g in accordance with the laws of Brazi l, with its registered office in the City of Ba,rue1i, State of Sao Paulo, at Alameda Aragu ' aia, n° 1.819- 1.889, Sftio Tambore, enrolled with the CNPJ/MF under n° 09.074.885/0001-48, herein represented in accordance with its Charter Documents (together with its successors and permitted assignees, the "Grantor");





WHEREAS, on Janmiry 29, 20l0, the parties hereto entered into the Accounts Pledge Agreement (the"Plcdge Agreement").





WHEREAS, the Pledge Agreemept was amended by (i) the Amendment to the Accounts , Pledge Agreement dated Mqy 4, 2010, in respect of an Amendment No. 2 and Incremental Term Loan Assumption.Agreement dated May 4, 2010, (ii) the Second Amendment to the Accounts Pledge  Agreement  dated  November  16, 2010, in  respect of  ati Amendment  No. 3  and Incremental Term Loan Assumption Agreement dated September 30, 2010 and a Seriior Secured Notes Indenture dated October 15, 2010, (iii) the Third Amendment to the Accounts Pledge Agreement dated March 2, 201 1, in resjJect of an Amendment No. 4 and Tqcremental Term Loan Assumption Agreement dated February 9, 2011 and the February 201 lSecured Notes Indenture,


(iv) the Fourth Amendment to the Accounts Pledge Agreement date September 08, 2011, in respect of an Amendment No. 6 and Incremental Term Loan Assumption Agreement dated August 9, 2011 and foe August 2011 Sectlred Notes Inderiture, and (v) the Fifth Amendment to the Accounts Pledge Agreement dated November 7, 2012, in . respect of an Amendment No. 7 and Incremental Term Loan Assumption Agreement dated September 28, 2012 and the September 28, 2012 Secured Notes Indenture. ·





WHEREAS, the following documents ("Additional Documents") w e re entered into on the date, and by and among the patties, described below:


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Amendment No. 8 and Incremental Term Loan Assumption Agreeent dated November 27, 2013, entered into by and among, including others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria


























Holding GmbH, Closure Systems International B.V., Pactiv L!-C (forme'rly Pacti v Corporation), Beverage Packaging Holdings (Luxembourg) Ill S .a r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc . , Reynolds Group Holdings Limited, the Guarantors from time to time party thereto, the Lenders from time to time party therto and Credit Suisse AG as administrative agent for the Lenders, related to, aild amending, the Third Amended and Restated Credit Agreement dated as of September 28, 2012, as set out therein and as further amended·, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified . from time to time (the "Credit Agreement"); and 1





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|.' | (ii) Loan Modificatiop Agreement dated December 27, 2013, entered into.bY andamong,includingothers,Reynolds Group Holdings Inc., Reynolds Consumer Products Iloldings LLC (formerly ReynoldsConsumerProducts Holdings Inc,), Closure Systms fnternatio1fal Holdings Inc., SIG Euro Holding AG&Co. KGaA,SIG Austria Holding GmbH,ClosureSystems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) llJ S.ar.L, Evergreen Packaging Inc., Reynolds Consumer Products Inc., Reynolds Group Holdings Limited, the Guarantors from time to ti me patty thereto, theLendersfrom time to time party thereto andCredirSuisse AGas administrative agentfor the

· Lenders, related to, and amending, the Credit Agreement.





WHEREAS, the pa1ti es recognize and agree that the security interest created - und er the Pledge Agreement shall extend to secure, in llddition to the obligations currently secured th e reby, the obligations created under the Additional Documents ("Additional Covered Obligations").





NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained herein, the paities hereto agree as follo\vs:





1. Defined Term s. Capitalized terms u ,se d and not otherwise defined in this Amendment are used herein and · in any notice given unde{ this Amcl1dment \yith the same meanings ascribed to such terms in the Pledge Agreement or any · of its amendments . All terms defin · ed in this Amendment shall have the defined meanings contained'herein when used in any


. certificate or other document made or delivered pursuant hereto unless otherwise defined therein.


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|2. | Amendment,.The partiesheretoagreetoamendthedescriptionof the Secured

Obligations containd in Schedule A -I of the Pledge Agreement in order to  adjust such description to the Additional Covered Obligation s . Accordingly, the parties hereto amend Schedule A-I of the Pledge Agreement, which shall be in  force and effect as of the date hereof with  the following  languag: '








'<JlESCRTPTION OF THE SECURED OBL GATIONS UNDER THE LOAN Docm-mNTS





a) All obligations owed to th e Secured · Parties now existing or h ereaf t e r arising, direct or indirect, absolute or contingent, due or to become due, under the Loan Documents, includi ng (and without limitation): ·





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|--- | ------------------------------------------------------------------------------------------------------------------------------------------------
|(i) | a senior securedU.S. term lqanfacilityinan aggregateprincipalamountnot inexcess ofUS$2,212,650,000withaninterestrate equivalentto the Applicable
















Margin plus (a) the Adjusted LIBO Rate for borro\vings denomi nated i11 Dollars for the applicable Interest Period or (b) the Alternate Base  Rate, as applicable; which shall be repaid in full on December 1, 2018 (subject to any prepayment and acceleration provisions);.(ii)a senior secured European term loan facility·in an aggregate principal amount noti n  excess  of  €297 ,000,000  with  an  interest  rate  equivalent  to  the  ApplicableMargi n pl us (a) the Adjusted LIBO Rate for bon-owings denominated in Euro forthe appliq1ble ltllerest  Period  or (b) the Foreign  Base Rate, as applicable; which shall  be  repaid  in  full  on  December1, 2018(subject  to  any  prepayment  andacceleration  provisions);(iii)a senior secured U.S. revolving loan facility in an aggregate principal  amount notin excess of US $120,000,000, which principal  amounts include sub-limi ts forletter of credit facilities, with an interest rat equivalent to the Applicable Marginpl us (a) the Adjusted  LlBO Rate for borrowings  denominated  in t;>ollars for theapplicable Interest  Period  or (b) the Alternate  Base Rate, .as applicable;  wh_ichshall be repa,id  i n  full on December  27, 2018  (subject  lo any  prepayment  and'acceleration provisions);(iv)a European revolving loar:i facility in an aggregate princi pal amount not in excessof €54,235,000,  which pdncipal amounts include sub-limits for letter of creditfacilities with an interest rate equivalent to the Applicable Margin plus (a) theAdjusted  LIBO  Rate  for  borrowings  denominated   in  Euro  for  the  applicableInterest Period or (b) the Foreign Base Rate, as applicable; which shall be repaidin  full  on  December  27,  201 8  (subject  to  any  prepaynient   and  accelerationprovisions); and(v)incremental loan facilities in a pi'incipal amount of up to US $750,000,000 wit h an interest rate equivalent to the rates set forthillclauses (i) through (iv) above, as,applicable to the relevant incremental loan facility; which shall be repaid in full asset forth in clauses (i) through (iv) above, as applicable to the relevant incrementalloan  facility  or  such  other·as  set  out  in  the  relevant  Incremental  AssumptionAgreement, which date of repayment  shall be earlier lhan'the dates set forth aboveas applicable to the relevant incremental Joan facility (subject to any prepaymentand acceleration provisions).


b) all other obligations, advances, debts and l iabil ities owed to the Secured Parties u nder the Credit Agreement, including indenutlties , fees and interest  inci1rred u nder,  adsing out of or in connection with the Credit Agreement.








Definitions

















For the purpose of this item "I" of this Schedule A  all capitalized terms used and not otherwise defined in this Agreement shall have the meaning ascribed to such terms m the Credit Agreement."





3. Registration  of  this  Amendment.  The Grantor shall, at its own expense, no  lat er than twenty (20) days from the execution date of this Amendment, (i) cause the signature of the parties who have signed this Amendment outside Brazil to b e notarized  by a public notary a nd consularized  at the  local  Brazil consulate,  (ii) cause  this  Amendment  to  be  translated into Portuguese  by  a  public  sworn  translator (tradutor p1/blico  juramentado) and  (iii) have  this Amendment,  together  with  its sworn  translation (tradu(_:do j11rame 11tada) into  Portuguese, annotated at the margin of the registration of the Pledge Agreement with the competent Registry · of Deeds and Documents (Cart6rio de Registro d e Tftulos e Documentos) in Brazil pursuant  to Article  128 of  Law No. 6,015  of December  31,  1973 . The Grantor shall, promptly after  such registration  deliver  to the Collateral  Agent evidence of such registration in form and substance satisfactory to the Collateral Agent. All expenses incurred in connection with such registrations shall' be borne by the Grantor. · ·





Notvithstanding the foregoing, the Collateral Agent, at its sole discretion, may decide to undertake any of th registrations, translations, filings and other formalities de scri bed h ere in if Granter falls to do so, whereupon the Grantor shall reimburs e the Co)lateral Agent promptly for any and all costs and expenses in c urred by it related to such r eg istrations, translations, filing s and other formalities in accordance with the provisions of the Principal Finance Documents .





4. Effectiveness   of  the   Pledge   A greement. All  the provisions of the   Pledg e Agreement not expressly amended as a result of this Am e ndn1ent shall remain in full force and effect.





5. Security Document.  The Parties agree that  this  Amendm e nt shall be  de eme d a - "Security Document" _' for  the  purposes of  and as  defined   in  the First Lien   Tnterereditor Agreement  (and  for  no  othe1 ' pu _ rpose)  and  that, accordingly,  all rights,  dut ies: privileges , protections and benefits of the Collateral Agent set  forth in  the First  Lien Intercreditor Agreement are hereby incorporated by reference.





6. Governing  Law;    Jurisdiction  . This Am e ndment shall b e governed   by   and construed and interpreted  in accordance with the l aws of Brazil. Th e parties irrevocably submit to the jurisdiction of the courts sitting in the City of Sao Paulo, State of Sao Paulo,  Brazil, any action or proceeding lo - resolve any dispute or controversy related  to or  arisi ng from this Amendment and the parties irrevocably agree that all  claims in  respect of  such  action  or proc _ eeding may  be  heard and determined   in _ such · courts, with  the express  waiver  of the


. juris liction of any other court, however privileged it may be.





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IN WITNESS  WHEREOF, the patties have caused this Amendment  to be duly executed i n the presence of the undersigned  witnesse s .