AMENDING AGREEMENT NO. 2 TO CANADIAN PLEDGE AGREEMENT EVERGREEN PACKAGING INTERNATIONAL LIMITED

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AMENDING AGREEMENT NO. 2 TO
CANADIAN PLEDGE AGREEMENT

EVERGREEN PACKAGING INTERNATIONAL LIMITED

TO: The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and its successors, permitted transferees and permitted assigns, the "Collateral Agent") on behalf of and for the benefit of itself and the other Secured Parties

FROM: Evergreen Packaging International Limited, formerly Evergreen Packaging International S.à x.x. (the "Pledgor")

DATED:    As of the 29^th day of September, 2017.

WHEREAS:

(A) The Pledgor granted the Collateral Agent a Canadian pledge agreement dated as of May 4, 2010, as amended by Amending Agreement No. 1 dated as of the 6^th day of September, 2017 (the "Canadian Pledge Agreement");

(B) The Pledgor has migrated from Luxembourg to New Zealand and has changed its name from Evergreen Packaging International S.à x.x. to Evergreen Packaging International Limited; and

(C) The Pledgor and the Collateral Agent (on instructions from the Applicable Representative as defined in and pursuant to the First Lien Intercreditor Agreement) have agreed to amend the Canadian Pledge Agreement by amending the definition of “Pledgor”;

NOW THEREFORE in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor covenants and agrees in favour of the Collateral Agent as follows:

ARTICLE I
AMENDMENTS

Section 1.1 Canadian Pledge Agreement Amendments. As of and with effect from the date hereof, the Canadian Pledge Agreement shall be amended as follows:

(1) Section 1.1(z) is deleted in its entirety and replaced with the following:

““Pledgor” means Evergreen Packaging International Limited, a private company with limited liability, incorporated under the laws of New Zealand, having its registered address at 000 Xxxx Xxxxxx, Xxxxxxxx, 0000, Xxx Xxxxxxx;”.

ARTICLE II
MISCELLANEOUS

Section 2.1 Continuing Effect. The parties hereby confirm the terms of the Canadian Pledge Agreement which continues in full force and effect as amended by the terms of this Amending Agreement No. 2. The Canadian Pledge Agreement and this Amending Agreement No. 2 shall hereafter be read and construed as one instrument.

Section 2.2 Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Canadian Pledge Agreement.

Section 2.3 Governing Law and Jurisdiction. This Amending Agreement No. 2 shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[SIGNATURE PAGE FOLLOWS]

DATED as of the date first set forth above.

Signed for and on behalf of
Evergreen Packaging International Limited by
/s/ Xxxxx Xxxxxx
Name:	Xxxxx Xxxxxx
Title:	Authorised Signatory

Signed for and on behalf of
The Bank of New York Mellon, as Collateral Agent, by

/s/ Xxxxxxxx X. X’Xxxxx
Name:	Xxxxxxxx X. X’Xxxxx
Title:	Vice President

[Amending Agreement No. 2 to Canadian Pledge Agreement]