Contract

Exhibit 2.605 - Amendment Agreement in respect of (i) a Deed of Pledge of Registered Shares in the share capital of Xxxxxxxx Packaging International B.V. dated 1 September 2010 and (ii) Deed of Pledge of Registered Shares in the share capital of Xxxxxxxx Packaging International B.V. dated 4 December 2012., dated as of December 31, 2013 between Closure Systems International B.V. as pledgor, Xxxxxxxx Packaging International B.V as the company and The Bank of New York Mellon as collateral agent

31 December 2013

XXXXXXXX PACKAGING INTERNATIONAL B.V.

(as the Company)

THE BANK OF NEW YORK MELLON

(as the Collateral Agent)

CLOSURE SYSTEMS INTERNATIONAL B.V.

(as the Pledgor)

AMENDMENT AGREEMENT

in respect of (i) a Deed of Pledge of Registered Shares in the

share capital of Xxxxxxxx Packaging International B.V. dated 1

September 2010 and (ii) a Deed of Pledge of Registered Shares

in the share capital of Xxxxxxxx Packaging International B.V.

dated 4 December 2012.

CONTENTS

CLAUSE PAGE


1.	INTERPRETATION AND CONSTRUCTION 1


2.	RESTATEMENT 1


3.	CONFIRMATIONS 2


4.	MISCELLANEOUS 2

THIS AMENDMENT AGREEMENT is dated 31 December 2013 and made between:

BETWEEN:

(1)

CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprokelijkheid), incorporated under the laws of the Netherlands, having its official seat (staturaire zetel) in Amsterdam, the Netherlands, having its registered office address at Xxxxxxxxxxxxxxxxx 000, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx and registered with the Dutch Chamber of Commerce under number 34291082 (the Pledgor);


(2)	THE BANK OF NEW YORK MELLON, a company, incorporated under the laws of the State of New York, having its registered office at Xxx Xxxx Xxxxxx, Xxx Xxxx Xxx Xxxx registered with the Internal Revenue Service under number 00-0000000 (the Collateral Agent); and

(3)

XXXXXXXX PACKAGING INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met heperkte aansprakelijkheid), incorporated under the laws of the Netherlands, having its official seat (statutaire zetel) in Amsterdam, the Netherlands, having its registered office address at Xxxxxxxxxxxxxxxxx 000, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx and registered with the Dutch Chamber of Commerce under number 34291103 (the Company).

WHEREAS:


(A)	This Agreement is supplemental to and amends:


a.	the deed of pledge of registered shares in the share capital of the Company, entered into by the Collateral Agent, the Pledgor and the Company dated 1 September 2010 (the Deed of Share Pledge 1); and


b.	the deed of pledge of registered shares in the share capital of the Company, entered into by the Collateral Agent, the Pledgor and the Company dated 4 December 2012 (the Deed of Share Pledge 2 and together with the Deed of Share Pledge 1, the Deeds of Share Pledge);

A copy of the Deed of Share Pledge 1 and Deed of Share Pledge 2 are attached hereto as annexes.


(B)	The Company, the Collateral Agent and the Xxxxxxx wish to amend the terms of the Deeds of Share Pledge.

it is agreed as follows:


1.	INTERPRETATION AND CONSTRUCTION

Clause 1 (Definitions and Interpretation) of the Deeds of Share Pledge is incorporated in this Agreement by means of reference as if they were set out in full herein.


2.	RESTATEMENT


(a)	With effect from the date of this Agreement, the Deed of Share Pledge 1 shall be amended so that Clause 4.2(h) will read:

“Except to the extent permitted under the terms of the Principal Finance Documents, not vote on any of the Shares without the consent of the Collateral Agent in favour of a proposal to (i) an amendment of the Articles of Association, in any manner that could affect the Collateral Agent’s rights under this Deed of Pledge, (ii) a dissolution of the Company, (iii) an application for the bankruptcy or a (preliminary) suspension of payment of the Company, (iv) a conversion (omzetting), merger (fusie) or division (splitsing) of the Company or (v) a distribution of Related Rights.”


(b)	With effect from the date of this Agreement, the Deed of Share Pledge 2 shall be amended so that Clause 4.2 (i) will read:

“Except to the extent permitted under the terms of the Principal Finance Documents, not vote on any of the Present Shares without the consent of the Collateral Agent in favour of a proposal to (i) an amendment of the Articles of Association, in any manner that could affect the Collateral Agent’s rights under this Deed of Pledge, (ii) a dissolution of the Company, (iii) an application for the bankruptcy or a (preliminary) suspension of payment of the Company, (iv) a conversion (omzetting), merger (fusie) or division (splitsing) of the Company, (v) a distribution of Related Rights or (vi) a conversion of any of the Present Shares.”

The Deed of Share Pledge I as amended by this Agreement together constitute one document which is hereafter referred to as the Amended Deed of Share Pledge 1. The Deed of Share Pledge 2 as amended by this Agreement together constitute one document which is hereafter referred to as the Amended Deed of Share Pledge 2 and together with the Amended Deed of Share Pledge 1, the Amended Deeds of Share Pledge.


3.	CONFIRMATIONS

On the date of this Agreement, each of the Company, the Pledgor and the Collateral Agent:


(a)	confirms its acceptance of the Amended Deeds of Share Pledge;


(b)	agrees that it is bound by the terms of the Amended Deeds of Share Pledge in its respective capacity;


(c)	each of the Company, the Pledgor and the Collateral Agent designates this Agreement as a Security Document under and as defined in the First Lien Intercreditor Agreement;


(d)	confirms that as of the date of this Agreement, the Deeds of Share Pledge and this Agreement will be read and construed as one document; and


(e)	except as otherwise provided in this Agreement, the Deeds of Share Pledge remain in full force and effect.


4.	MISCELLANEOUS


1.	Further assurance

The Pledgor and the Company shall, at the request of the Collateral Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.


2.	Costs

All charges, taxes, imposts, duties, filing and registration fees, legal and notarial fees, auction fees, court fees and other expenses due in respect of this Agreement (including its preparation, enforcement and release), shall be exclusively for the account of the Pledgor, who will keep the Collateral Agent indemnified against and hold it harmless in respect of any failure or delay in paying the same.


3.	Partial invalidity

If any provision of this Agreement is or becomes invalid, illegal, or unenforceable (or the security rights created hereby are ineffective) in any jurisdiction, or in relation to the Pledgor, such invalidity, illegality or unenforceability shall not affect the legality, validity or enforceability of the remaining provisions in that jurisdiction or of that provision in any other jurisdiction or invalidate or render unenforceable any other term hereof in relation to the Pledgor and the parties shall in good faith negotiate replacement provisions which are valid, legal and enforceable and which reflect (or reflect as closely as possible, having regard to the objectives of the original provision) the substance of the provision they replace.


4.	Incorporation of terms

The provisions of clause 10 (Governing law and Jurisdiction) and 5 (Enforcement) of the Deeds of Share Pledge apply to this Agreement as though they were set out in full in this Agreement except that references to the Deed are to be construed as references to this Agreement.


5.	Counterparts

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment or telecopy shall be an effective mode of delivery.


6.	Governing law and jurisdiction


(a)	This Agreement and any non-contractual obligations arising out of or in relation to this Agreement are governed by Dutch law.


(b)	All disputes arising from or in connection with this Agreement shall be submitted to the competent court in Amsterdam without prejudice to the Collateral Agent’s right to submit any disputes to any other competent court in The Netherlands or in any other jurisdiction.

SIGNATURE PAGE TO FOLLOW

SIGNATORIES

For and on behalf of

CLOSURE SYSTEMS INTERNATIONAL B.V.

/s/ Managing Director /s/ Xxxx Xxxx

By: Orangefield (Netherlands) B.V. By: Xxxx Xxxx

Date: Managing Director Date:

Place: Amsterdam, NL Place: Lake Forest, IL, USA

For and on behalf of

XXXXXXXX PACKAGING INTERNATIONAL B.V.

/s/ Managing Director /s/ Xxxx Xxxx

By: Orangefield (Netherlands) B.V. By: Xxxx Xxxx

Date: Managing Director Date:

Place: Amsterdam, NL Place: Lake Forest, IL, USA

For and on behalf of

THE BANK OF NEW YORK MELLON

/s/ Xxxxxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxx

By: Xxxxxxxxx X. Xxxxxxx By: Xxxxx Xxxxxxx

Date: December 31, 2013 Date: December 00, 0000

Xxxxx: Xxx Xxxx, XX, XXX Place: New York, NY, USA

ANNEX

DEED OF SHARE PLEDGE 1

DEED OF PLEDGE OF REGISTERED SHARES

On the first day of September two thousand ten appeared before me, Krishna van Zundert, kandidaat-notaris, hereinafter: ‘‘civil law notary”, deputising for xx. Xxxxxx Pieter van Duuren, civil law notary (notaris) in Amsterdam, The Netherlands:

Xx Xxxxxx Xxxxxx Xxx, in this matter with residence at the offices of Xxxxxxxx Chance LLP, Xxxxxxxx 0x, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, born in Zaanstad, The Netherlands, on the fifteenth day of December nineteen hundred eighty-one, in this respect, acting as attorney-in-fact, duly authorised in writing:


1.	CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), ------ incorporated under the laws of The

Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands, having its registered office at Xxxxxxxxxxxxxxxxx 000, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, and registered with the Dutch Commercial Register (Handelsregister) under number 34291082 (the “Pledgor”);


2.	THE BANK OF NEW YORK MELLON, a company, incorporated under the laws of the State of New York, having its registered office at One Wall Street, New York, New York, registered with the Internal Revenue Service under number 00-0000000 (the “Collateral Agent”); and

XXXXXXXX PACKAGING INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands, having its seat (statutaire zetel) in Amsterdam, The Netherlands, having its registered office at Xxxxxxxxxxxxxxxxx 000, 0000 Xx Xxxxxxxxx, Xxx Xxxxxxxxxxx, and registered with the Dutch Commercial Register (Handelsregister) under number 34291103 (the “Company”).

The authorisation of the person appearing appears from three (3) written powers of attorney, which shall be attached to this Deed (Annex 1)..

The person appearing before me, acting as stated, declared that:

IT IS HEREBY AGREED AS FOLLOWS:


1.	DEFINITIONS AND INTERPRETATION


1.	Definitions


1.	Unless defined in this Deed or the context otherwise requires, a term defined in the First Lien Intercreditor Agreement has the same meaning in this Deed.


2.	In addition the following terms shall have the following meaning:

“Additional Agreement” has the meaning given thereto in the First Lien Intercreditor Agreement;

“Agreed Security Principles” has the meaning it is given in the Credit Agreement and the Senior Secured Note Indenture and, to the extent of any inconsistency, the meaning it is given in the Credit Agreement shall prevail;

“Articles of Association” means the articles of association (statuten) of the Company as they currently stand and as amended at any time;

“Collateral Agent” means The Bank of New York Mellon in its capacity as collateral agent under the First Lien Intercreditor Agreement, and its successors and permitted assigns in such capacity;

“Credit Agreement” means the Credit Agreement dated as of the fifth day of November two thousand nine, among Xxxxxxxx Group Holdings Inc., Xxxxxxxx Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V. and Closure Systems International Holdings Inc., as borrowers, Xxxxxxxx Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, as amended, extended, restructured, renewed, novated, supplemented, restated, replaced or modified from time to time;

“Deed” means this deed of pledge of registered shares;

“Depository Receipts” means depository receipts of shares in the capital of the Company issued with the cooperation of the Company (met medewerking van de vennootschap uitgegeven certificaten van aandelen);

“Dividends” means cash dividends, distribution of reserves, repayments of capital and all other distributions and payments in any form which at any time during the existence of the right of pledge created hereby, become payable in respect of any one of the Shares;

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

“First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated the fifth day of November two thousand nine, among the Collateral Agent, The Bank of New York Mellon, as trustee under the Senior Secured Note Indenture, Credit Suisse AG (formerly known as Credit Suisse), as administrative agent under the Credit Agreement, and the Loan Parties, as amended, novated, supplemented, restated or modified from time to time;

“Future Shares” means all shares in the capital of the Company, which are acquired by the Pledgor after the date of this Deed;

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and any other document that is designated by the Loan Parties’ Agent and the Collateral Agent as an intercreditor agreement, in each case as amended, novated, supplemented, restated, replaced or modified from time to time;

“Issuers” means the Issuers under, and as defined in, the Senior Secured Note Indenture, including their successors in interest;

“Lien” has the meaning it is given in the First Lien lntercreditor Agreement;

“Loan Documents” mean the Credit Documents under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document;

“Loan Parties” means the Grantors under, and as defined in, the First Lien Intercreditor Agreement;

“Loan Parties’ Agent” means Xxxxxxxx Group Holdings Limited (formerly known as Rank Group Holdings Limited);

“Parallel Debt” has the meaning ascribed thereto in Section 4.10 (Parallel Debt) of the First Lien Intercreditor Agreement;

“Present Shares” means all of the issued and paid up shares in the capital of the Company and registered in the name of the Pledgor, being one hundred eighty (180) ordinary registered shares (aandelen op naam) numbered 1 through 180 with a par value (nominale waarde) of one hundred euro (EUR 100.00) each;

“Principal Finance Documents” means the Credit Agreement, the Senior Secured Note Indenture, the First Lien Intercreditor Agreement and any Additional Agreement;

“Principal Obligations” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents, together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities other than the obligations pursuant to the Parallel Debt;

“Related Rights” means the Dividends, all present and future rights of the Pledgor to acquire shares in the capital of the Company and all other present and future rights arising out of or in connection with the Shares other than the Voting Rights;

“Secured Obligations” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Collateral Agent under each or any of the Loan Documents, together with all costs, charges and expenses incurred by the Collateral Agent in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities, in each case, pursuant to the Parallel Debt and all Principal Obligations that are secured obligations pursuant to Clause 3.1.3;

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

“Security Assets” means the Shares and the Related Rights;

“Senior Secured Note Indenture” means the Indenture dated as of the fifth day of November two thousand nine, among the Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, as amended, extended, restructured, renewed, novated, supplemented, restated, replaced or modified from time to time;

“Shares” means the Present Shares and the Future Shares; and

“Voting Rights” means the voting rights in respect of any of the Shares.


2.	Interpretation


1.	Continuing security

Any references made in this Deed to any Loan Document or to any agreement or document (under whatever name), shall, where applicable, be deemed to be references to (i) such Loan Document or such other agreement or documents as the same may have been, or may at any time be, extended, prolonged, amended, restated, supplemented, restructured, replaced, modified, renewed or novated, as persons may accede thereto as a party or withdraw therefrom as a party in part or in whole or be released thereunder in part or in whole, and as facilities and financial services are or may at any time be granted, extended, prolonged, increased, reduced, cancelled, withdrawn, amended, restated, supplemented, restructured, replaced, modified, renewed or novated thereunder including, without limitation, (a) any increase or reduction in any amount available thereunder or any alteration of or addition to the purpose for which any such amount, or increased or reduced amount may be used, (b) any facility provided in substitution of or in addition to the facilities originally made available thereunder, (c) any rescheduling of the indebtedness incurred thereunder whether in isolation or in connection with any of the foregoing, and (d) any combination of the foregoing and/or (ii) any document designated as Loan Document by the Collateral Agent in accordance with the Loan Documents, and consequently, the rights of pledge created under and pursuant to this Deed and any supplemental deed of pledge will secure any additional amounts which are or may be made available or become payable under the Loan Documents from time to time.


2.	Annex; Clause

Except as otherwise specified, a reference in this Deed to an Annex or a Clause shall be construed as a reference to such Annex to or Clause of this Deed.


3.	Construction

(a)

This Deed is subject to the terms of the Intercreditor Arrangements. In the event of a conflict between the terms of this Deed and the Intercreditor Arrangements, the terms of the Intercreditor Arrangements will prevail, subject to the mandatory provisions of Dutch law. This does not apply to the extent that the inconsistency between the Intercreditor Arrangements and any term of this Deed that relates to creation or perfection of the security, to applicable law or to choice of court, in which case this Deed will prevail.


(b)	Any reference to the “Collateral Agent”, the “Pledgor” or the “Secured Parties” shall be construed so as to include its or their (and any subsequent) successors and any permitted transferees or assignees in accordance with their respective interests.

(c)

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


3.	Unlawful Financial Assistance

No obligations shall be included in the definition of “Secured Obligations” to the extent that, if included, the security interest granted pursuant to this Deed or any part thereof would be void as a result of a violation of the prohibition on financial assistance as contained in Section 2:207c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”)

and all provisions hereof will be construed accordingly. For the avoidance of doubt, this Deed will continue to secure those obligations which, if included in the definition of “Secured Obligations”, would not constitute a violation of the Prohibition.


2.	UNDERTAKING TO PLEDGE AND PARALLEL DEBT


1.	Undertaking to pledge

The Pledgor has agreed, or, as the case may be, hereby agrees with the Collateral Agent that the Pledgor shall grant to the Collateral Agent a right of pledge (pandrecht) over the Security Assets, as security for the payment of the Secured Obligations.


2.	Parallel Debt

Pursuant to the Parallel Debt the Collateral Agent has its own claim in respect of the payment obligations of the Loan Parties to the Secured Parties. With respect to this claim the Collateral Agent acts in its own name and not as representative (vertegenwoordiger) of the Secured Parties or any of them and consequently the Collateral Agent becomes the sole pledgee (pandhouder) under this Deed.


3.	PLEDGE


1.	Pledge of Security Assets

To secure the payment of the Secured Obligations the Pledgor hereby grants to the Collateral Agent a first ranking right of pledge (pandrecht eerste in rang) over the Present Shares and the Related Rights pertaining thereto and grants in advance (bij voorbaat) to the Collateral Agent a right of pledge over the Future Shares and the Related Rights pertaining thereto, which rights of pledge are hereby accepted by the Collateral Agent.


2.	To the extent the pledge in advance referred to in Clause 3.1.1 is not effective under Dutch law the Pledgor will forthwith execute a supplemental pledge in the form of this Deed or such other form as the Collateral Agent may, acting reasonably, agree in consultation with the Pledgor in order to perfect the pledge over such Future Shares and the Related Rights pertaining thereto.


3.	If and to the extent that at the time of the creation of this right of pledge, or at any time hereafter, a Principal Obligation owed to the Collateral Agent cannot be validly secured through the Parallel Debt, such Principal Obligation itself shall be a Secured Obligation.


4.	The Collateral Agent is entitled to present this Deed and any other document pursuant hereto for registration to any office, registrar or governmental body in any jurisdiction the Collateral Agent deems necessary or useful to protect its interests.


2.	Related Rights

Only the Collateral Agent is entitled to receive and exercise the Related Rights pledged pursuant hereto. The Collateral Agent hereby authorises the Pledgor to receive Dividends (as envisaged by Article 3:246 paragraph 4 Dutch Civil Code). The Collateral Agent is entitled to revoke this authorisation if an Enforcement Event has occurred and is continuing.


3.	Voting Rights

Pursuant to the provision of Article 25 of the Articles of Association, the Xxxxxxx in its capacity of sole shareholder of the Company, has resolved on the first day of September two thousand ten to approve the pledge of the Shares with the conditional transfer of the Voting Rights and other rights and powers attached to the Shares to the Collateral Agent, a photocopy of which resolution shall be attached to this Deed (Annex 2).


2.	The Voting Rights are hereby transferred to the Collateral Agent under the conditions precedent (opschortende voorwaarden) of (i) the occurrence of an Enforcement Event and while it is continuing, and (ii) written notice by the Collateral Agent to the Xxxxxxx and the Company that it, the Collateral Agent, will be entitled to exercise the Voting Rights.


3.	Prior to receipt by the Company of a notice as referred to in Clause 3.3.2:


(a)	the Pledgor shall have the right to exercise the Voting Rights and other rights and powers attached to the Shares provided it shall not at any time exercise, or refrain from exercising, such rights in a manner which would adversely affect the validity or enforceability of the security created hereby or cause an Event of Default to occur; and

(b)

the Collateral Agent shall not have the rights attributed by law to the holders of depository receipts issued with the company’s cooperation (rechten die door de wet zijn toegekend aan de houders van met medewerking ener vennootschap uitgegeven certificaten van aandelen) (id est such rights will remain vested in the Pledgor until receipt by the Company of a notice as referred to in Clause 3.3.2).


4.	Forthwith upon a notification pursuant to Clause 3.3.2 the Pledgor shall no longer be entitled to exercise the Voting Rights.

After the Collateral Agent has notified the Xxxxxxx and the Company pursuant to Clause 3.3.2 that it will exercise any or all of the rights attributed by law to the holders of Depository Receipts and/or any or all of the Voting Rights, the Collateral Agent shall have the right to convene a general meeting of shareholders regardless of the number of Voting Rights it can exercise pursuant to Clause 13.2.


4.	REPRESENTATIONS, WARRANTIES AND COVENANTS


1.	Representations and warranties


1.	The Pledgor hereby represents and warrants to the Collateral Agent that the following is true and correct at the date hereof:


(a)	it is entitled to pledge the Security Assets as envisaged hereby;


(b)	the right of pledge created hereby over the Security Assets is a first ranking right of pledge (pandrecht eerste in rang), the Security Assets have not been encumbered with limited rights (beperkte rechten) or otherwise and no attachment (beslag) on the Security Assets has been made, in each case, except as permitted by the Principal Finance Documents; and


(c)	the Security Assets have not been transferred, encumbered or attached in advance, nor has it agreed to such transfer or encumbrance in advance, in each case, except as permitted by the Principal Finance Documents.


2.	Furthermore, the Xxxxxxx hereby represents and warrants to the Collateral Agent that the following is true and correct at the date hereof:


(a)	except as disclosed under the Credit Agreement or otherwise permitted by the Principal Finance Documents, the Present Shares have been validly issued and fully paid up and constitute one hundred per cent (100%) of the share capital of the Company at the time of this Deed;


(b)	it has acquired the Present Shares by means of a notarial deed of transfer of shares in the capital of the Company, executed before D.J.J. Smit, civil law notary (notaris) in Amsterdam, The Netherlands, on the third day of May two thousand ten; and


(c)	no Depository Receipts have been issued with respect to the Present Shares.


2.	Covenants

The Pledgor hereby covenants that, subject to the Agreed Security Principles, it will:


(a)	other than as permitted under the terms of the Principal Finance Documents not release, settle or subordinate any Related Rights without the Collateral Agent’s prior written consent (such consent not to be unreasonably withheld or delayed);


(b)	at its own expense execute all documents and do all such acts as the Collateral Agent may reasonably request for creating, perfecting or protecting the right of pledge envisaged hereby;


(c)	other than envisaged hereby or as permitted under the terms of the Principal Finance Documents, not pledge, otherwise encumber or transfer any Security Assets, whether or not in advance, or permit to subsist any kind of encumbrance or attachment over the Security Assets;


(d)	other than as permitted under the terms of the Principal Finance Documents, not perform any act that would affect the validity or enforceability of the security under this Deed or cause an Event of Default to occur;

(e)

as soon as practicable inform the Collateral Agent of any event or circumstance which may be of importance to the Collateral Agent for the preservation or exercise of the Collateral Agent’s rights pursuant hereto and provide the Collateral Agent, upon its written request, with any other information in relation to the (pledge of the) Security Assets as the Collateral Agent may from time to time request acting reasonably, provided that no more than one request shall be made in any twelve (12) month period unless an Enforcement Event has occurred and is continuing;


(f)	as soon as reasonable practicable inform in writing persons such as a liquidator (curator) in bankruptcy, an administrator (bewindvoerder) in a (preliminary) suspension of payment or persons making an attachment, of the existence of the rights of the Collateral Agent pursuant hereto;


(g)	not procure the issue of any (rights to acquire) shares in the capital of the Company or any Depositary Receipts, except to the extent permitted under the terms of the other Principal Finance Documents; and

(h)

except to the extent permitted under the terms of the Principal Finance Documents, not vote on any of the Shares without the consent of the Collateral Agent, in favour of a proposal to (i) an amendment of the Articles of Association, (ii) a dissolution of the Company, (iii) an application for the bankruptcy or a (preliminary) suspension of payment of the Company, (iv) a conversion (omzetting), merger (fusie) or division (splitsing) of the Company or (v) a distribution of Related Rights.


5.	ENFORCEMENT


1.	Any failure by the Pledgor to satisfy the Secured Obligations when due shall constitute a default (verzuim) in the performance of the Secured Obligations, without any reminder letter (sommatie) or notice of default (ingebrekestelling) being required.


2.	If an Enforcement Event has occurred and is continuing, the Collateral Agent may enforce its right of pledge and take recourse against the proceeds thereof.


3.	The Pledgor shall not be entitled to request the court to determine that the Security Assets pledged pursuant hereto shall be sold in a manner deviating from the provisions of Article 3:250 Dutch Civil Code.


4.	The Collateral Agent shall not be obliged to give notice to the Pledgor of any intention to sell the pledged Security Assets (as provided in Article 3:249 Dutch Civil Code) or, if applicable, of the fact that it has sold the same Security Assets (as provided in Article 3:252 Dutch Civil Code).


5.	All monies received or realised by the Collateral Agent in connection with the Security Assets shall be applied by the Collateral Agent in accordance with the Intercreditor Arrangements, subject to the mandatory provisions of Dutch law on enforcement (uitwinning).


6.	MISCELLANEOUS PROVISIONS


1.	Waiver


1.	To the fullest extent allowed by applicable law, the Pledgor waives (doet afstand van) any right it may have of first requiring the Collateral Agent to proceed against or claim payment from any other person or enforce any guarantee or security granted by any other person before exercising its rights pursuant hereto, which waiver is hereby accepted by the Collateral Agent.


2.	The Pledgor hereby irrevocably and unconditionally waives (doet afstand van) any rights it has under or pursuant to any Dutch law provisions for the protection of grantors of security for the debts of third parties, including, to the extent relevant, any rights it may have pursuant to Articles 3:233, 3:234 and 6:139 Dutch Civil Code, which waiver is hereby accepted by the Collateral Agent,

The Pledgor hereby irrevocably and unconditionally waives (doet afstand van), to the extent necessary in advance, any and all rights of recourse (regres) or subrogation (subrogatie) vis-à-vis any Loan Party that it has or may obtain or acquire after the date of this Deed as a result of any enforcement action in respect of the rights of pledge granted under or in connection with this Deed (and, to the extent such waiver is not enforceable in whole or in part, any rights of recourse or subrogation to which the Pledgor is or may become entitled under or pursuant to enforcement of any rights of pledge created under or pursuant to this Deed are hereby pledged to the Collateral Agent by way of a non disclosed pledge governed by the terms of this Deed), which waiver is hereby accepted by the Collateral Agent.


2.	Evidence of indebtedness

An excerpt from the Collateral Agent’s records shall serve as conclusive evidence (dwingend bewijs) of the existence and the amounts of the Secured Obligations, subject to proof to the contrary.


3.	Unenforceability

The Pledgor and the Collateral Agent hereby agree that they will negotiate in good faith to replace any provision hereof which may be held unenforceable with a provision which is enforceable and which is as similar as possible in substance to the unenforceable provision.


4.	Power of attorney

The Pledgor hereby grants an irrevocable power of attorney to the Collateral Agent and any trustee in bankruptcy (curator) or administrator (bewindvoerder) severally provided always that the Collateral Agent may only be entitled to exercise the power of attorney granted to it by the Pledgor under this Clause 6.4 if (i) an Enforcement Event has occurred which is continuing and/or (ii) the Collateral Agent has received notice from the Applicable Representative, the Loan Parties’ Agent and/or the Pledgor that the Pledgor has failed to comply with a further assurance or perfection obligation within ten (10) Business Days of being notified of that failure (with a copy of that notice being sent to the Loan Party’s Agent) authorising the Collateral Agent to execute on its behalf all documents and to perform all such acts on behalf of the Pledgor as the Collateral Agent may deem necessary or useful in order to have the full benefit of the rights (to be) granted to the Collateral Agent pursuant hereto, including (i) the exercise of any ancillary rights (nevenrechten) as well as any other rights it has in relation to the Security Assets and (ii) the performance of obligations of the Pledgor hereunder, which authorisations permits the Collateral Agent to (also) act as the Pledgor’s counterparty within the meaning of Article 3:68 Dutch Civil Code. Provided further that the Collateral Agent shall not be obliged to exercise the power of attorney granted to it by the Pledgor under this Clause 6.4 unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to satisfaction.


5.	Delegation

powers, authorities and discretions conferred on it by this Deed (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Collateral Agent or any trustee in bankruptcy (curator) or administrator (bewindvoerder) itself.


6.	Costs

With respect to costs and expenses, Clause 9.05 (Expenses; Indemnity) of the Credit Agreement shall apply mutatis mutandis and the provisions thereof are incorporated here by reference.


7.	POWER TO TRANSFER

The Collateral Agent is entitled to transfer all or part of its rights and/or obligations pursuant hereto to any replacement collateral agent appointed in accordance with the First Lien Intercreditor Agreement, to the extent such transfer is in accordance with the terms of the First Lien Intercreditor Agreement, and each Pledgor hereby in advance gives its irrevocable consent to and hereby in advance irrevocably co-operates with any such transfer (within the meaning of Articles 6:156 and 6:159 Dutch Civil Code).


2.	Subject to Section 9.16 (Confidentiality) of the Credit Agreement and the terms of the other Loan Documents the Collateral Agent is entitled to impart any information concerning the Pledgor or the Security Assets to any (proposed) transferee.


8.	TERMINATION


1.	Unless terminated by operation of law, the Collateral Agent’s right of pledge created pursuant hereto shall be in full force and effect vis-à-vis the Pledgor until it shall have terminated, in part or in whole, as described in Clauses 8.2 and 8.3 below.

The Collateral Agent will be entitled to terminate by notice (opzeggen) the right of pledge created hereunder and pursuant hereto, in part or in whole, in respect of all or part of the Security Assets and/or all or part of the Secured Obligations. If and insofar as the purported effect of any such termination would require a waiver (afstand) by the Collateral Agent, such termination shall be construed accordingly and the Pledgor hereby in advance agrees to such waiver.

The Collateral Agent’s right of pledge created pursuant hereto in respect of any or all of the Security Assets shall be released and cancelled (a) by the Collateral Agent (acting on the instructions of the Applicable Representative) at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents, or (b) in accordance with, and to the extent required by, the Intercreditor Arrangements (to the extent it is possible to give effect to such arrangements under Dutch law).


9.	NO LIABILITY

None of the Collateral Agent, its nominee(s) or any trustee in bankruptcy (curator) or administrator (bewindvoereler) or delegate appointed pursuant to this Deed shall be liable by reason of (a) taking any action permitted by this Deed or (b) any neglect or default in connection with the Security Assets or (c) the taking possession or realisation of all or any part of the Security Assets, except to the extent provided in the Principal Finance Documents.


10.	GOVERNING LAW AND JURISDICTION

This Deed and any non-contractual obligations arising out of or in connection with this Deed are governed by and shall be interpreted in accordance with Dutch law. All disputes arising from or in connection with this Deed shall be submitted to the competent court in Amsterdam without prejudice to the Collateral Agent’s right to submit any disputes to any other competent court in The Netherlands or in any other jurisdiction.

If a party to this Deed is represented by (an) attorney(s) in connection with the execution of this Deed or any agreement or document pursuant hereto, and the relevant power of attorney is expressed to be governed by Dutch law, such choice of law is hereby accepted by the other party, in accordance with Article 14 of the The Hague Convention on the Law Applicable to Agency’ of the fourteenth day of March nineteen hundred seventy-eight.


3.	Pursuant to Article 1:15 Dutch Civil Code the Pledgor hereby designates the offices of the Company as its domicile (woonplaats) for service of process in any proceedings in connection with this Deed. This designation shall be without prejudice to any other method of service of process permitted by law.


11.	THE COMPANY

By signing this Deed the Company:


(a)	acknowledges the right of pledge created over the Security Assets;


(b)	confirms that it has been notified (malegedeeld) of the right of pledge created over the Related Rights;


(c)	undertakes to register in its shareholders’ register:


(i)	the right of pledge over the Shares;


(ii)	the conditional transfer of Voting Rights to the Collateral Agent; and

(iii)

that, if an Enforcement Event has occurred and is continuing and notice is given to the Company, as set out in more detail in this Deed, the Collateral Agent shall have the rights attributed by law to the holders of depository receipts issued with the company’s co-operation (rechten die door de wet zijn toegekend aan de houders van met medewerking eater vennootschap uitgegeven certificaten van aandelen);


(d)	represents and warrants that to the best of its knowledge and belief the representations and warranties of the Pledgor made pursuant to Clauses 4.1.1(a) and 4.1.2(a) of this Deed are true and correct;


(e)	represents and warrants that no Depository Receipts have been issued with respect to the Present Shares;


(f)	represents and warrants that no rights to acquire shares in the capital of the Company have been issued which are still outstanding except to the extent permitted under the terms of the Loan Documents; and


(g)	covenants that it shall not co-operate in the issue of any Depository Receipts or issue any (rights to acquire) shares in the capital of the Company, except to the extent permitted under the terms of the other Loan Documents.


12.	CIVIL LAW NOTARY

Each of the parties to this Deed acknowledges that


(a)	dr. T.P. van Duuren, civil law notary (notaris) in Amsterdam, The Netherlands, is a partner of Xxxxxxxx Chance LLP; and


(b)	Xxxxxxxx Chance LLP acts as the legal adviser to the Administrative Agent, Linklaters LLP in Amsterdam acts as the Dutch legal adviser to the Collateral Agent and that Freshfields Bruckhaus Xxxxxxxx LLP in Amsterdam acts as the Dutch legal adviser to the Pledgor and the Company in this transaction; and,

having consulted its legal advisers, confirms its agreement and accepts that dr. T.P. Van Duuren aforementioned or one of his deputies (kandidaat-notarissen) shall execute this Deed and that this shall not prevent Xxxxxxxx Chance LLP from continuing to act as legal adviser to the Collateral Agent.

The person appearing before me is known to me, civil law notary.

This deed, drawn up to be kept in the civil law notary’s custody was executed in Amsterdam, The Netherlands, on the date first above written.

The contents of this deed were given and explained to the person appearing before me, who then declared to have noted and approved the contents and not to require a full reading thereof. Thereupon, after limited reading, this deed/ was signed by the person appearing and by me, civil law notary.

Signed.

ISSUED AS A TRUE COPY

by Krishna van Zundert, kandidaat-notaris,

deputising for xx. Xxxxxx Pieter van Duuren,

civil law notary (notaris) in Amsterdam,

on 1 September 2010.

Execution copy

ANNEX

DEED OF SHARE PLEDGE 2

DEED OF PLEDGE OF REGISTERED SHARES

On the fourth day of December two thousand twelve appeared before me, Xxxxxx Xxxx Xxxxxxxxx, kandidaat-notaris, hereinafter: “civil law notary”, deputising for Xx Xxxxxx Pieter van Duuren, civil law notary (notaris) in Amsterdam, The Netherlands:

CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aamsprakelijheid), incorporated under the laws of The Netherlands, having its seat (statutaire zetel) in Amsterdam, The Netherlands, and its registered office at Xxxxxxxxxxxxxxxxx 000, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, and registered with the Dutch Commercial Register (Handelsregister) under number 34291082 (the “Pledgor”):


2.	THE BANK OF NEW YORK MELLON, a company incorporated under the laws of the State of New York, and having its registered office at One Wall Street, New York, New York, and registered with the Internal Revenue Service under number 00-0000000 (the “Collateral Agent”); and

XXXXXXXX PACKAGING INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands, having its seat (statutaire zetel) in Amsterdam, The Netherlands, and its registered office at Xxxxxxxxxxxxxxxxx 000, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, and registered with the Dutch Commercial Register (Handelsregister) under number 34291103 (the “Company”).

The authorisation of the person appearing is derived from three (3) written powers of attorney, which shall be attached to this Deed (Annex I)..

The person appearing declared that:

IT IS HEREBY AGREED AS FOLLOWS:

WHEREAS:


(A)	On the twenty-eighth day of September two thousand twelve a Credit Agreement (as defined below) was entered into by, amongst others, the Pledgor;

(B)

To secure its obligations under the Loan Documents (as defined below), the Xxxxxxx granted (i) a first ranking right of pledge (pandrecht eerste in rang) in favour of the Collateral Agent on one hundred eighty (180) ordinary registered shares, numbered 1 through 180, with a par value (nominale waarde) of one hundred euro (EUR 100.00) each, in the capital of the Company and the Related Rights pertaining thereto and (ii) in advance (bij voorbaat) a right of pledge over the Future Shares and the Related Rights pertaining thereto pursuant to a notarial deed of pledge of shares, executed before a deputy of Dr T.P. van Duuren, civil law notary (notaris) in Amsterdam, The Netherlands, on the first day of September two thousand ten (all as defined therein) (the “Company Pledge”);


(C)	On the date hereof the Company has issued the Present Shares (as defined below) to its shareholder, the Pledgor; and


(D)	To secure its obligations under or pursuant to the Loan Documents and in accordance with Clause 3.1.2 of the Company Pledge, the Pledgor will give a right of pledge on the Present Shares in favour of the Collateral Agent, pursuant to a notarial deed of pledge of shares in accordance with this Deed.


13.	DEFINITIONS AND INTERPRETATION


1.	Definitions


1.	Unless defined in this Deed or the context otherwise requires, a term defined in the First Lien Intercreditor Agreement has the same meaning in this Deed.


2.	In addition the following terms shall have the following meaning:

“Additional Agreement” has the meaning given thereto in the First Lien Intercreditor Agreement;

“Agreed Security Principles” has the meaning it is given in the Credit Agreement;

“Articles of Association” means the articles of association (statuten) of the Company as they currently stand and as amended at any time;

“Collateral Agent” means The Bank of New York Mellon in its capacity as collateral agent under the First Lien Intercreditor Agreement, and its successors and permitted assigns in such capacity;

“Credit Agreement” means the Third Amended and Restated Credit Agreement dated as of the twenty-eighth day of September two thousand twelve, among Xxxxxxxx Group Holdings Inc., Xxxxxxxx Consumer Products Holdings LLC., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Closure Systems International Holdings Inc., Pactiv LLC, Evermen Packaging Inc., Xxxxxxxx Consumer Products Inc. and Beverage Packaging Holdings (Luxembourg) III SAr.l. as borrowers, Xxxxxxxx Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as amended, extended, restructured, renewed, novated, supplemented, restated, replaced or modified from time to time;

“Deed” means this deed of pledge of registered shares;

“Depository Receipts” means depository receipts of shares in the capital of the Company to which Meeting Rights are allocated;

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

“First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated as of the fifth day of November two thousand nine, among the Collateral Agent, The Bank of New York Mellon, as trustee under each of the Senior Secured Note Indentures, Credit Suisse AG as administrative agent under the Credit Agreement and the Loan Parties, as amended by the Amendment No. 1 and Joinder Agreement dated as of the twenty-first day of January two thousand ten, and as further amended, novated, supplemented, restated or modified from time to time;

“Issuers” means the Issuers under, and as defined in, each of the Senior Secured Note Indentures, including their successors in interest;

“Lien” has the meaning it is given in the First Lien Intercreditor Agreement;

“Loan Parties” means the Grantors under, and as defined in, the First Lien Intercreditor Agreement;

“Loan Parties’ Agent” means Xxxxxxxx Group Holdings Limited (formerly known as Rank Group Holdings Limited);

“Meeting Rights” means the right to, in person or by a proxy authorised in writing, attend and address the general meeting.

“Parallel Debt” has the meaning ascribed thereto in Section 4.10 (Parallel Debt) of the First Lien Intercreditor Agreement;

“Present Shares” means one hundred twenty-six thousand three hundred and seven (126,307) ordinary registered shares in the capital of the Company and registered in the name of the Pledgor, numbered 181 through 126,487, with a par value (nominate waarde) of one hundred euro (EUR 100.00) each;

“Principal Finance Documents” means the Credit Agreement, the Senior Secured Note Indentures, the First Lien lntercreditor Agreement and any Additional Agreement;

any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities other than the obligations pursuant to the Parallel Debt;

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

“Security Assets” means the Present Shares and the Related Rights;

“Senior Secured Note Indentures” means each of (i) an indenture dated the fifth day of November two thousand nine between Xxxxxxxx Group Escrow LLC, Xxxxxxxx Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time, (ii) an indenture dated the fifteenth day of October two thousand ten and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time, (iii) an indenture dated the first day of February two thousand eleven and entered into between, among others, Xxxxxxxx Group Issuer LLC, Xxxxxxxx Group Issuer Inc., Xxxxxxxx Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time, (iv) an indenture dated the ninth day of August two thousand eleven and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time, and (v) an indenture dated the twenty-eighth day of September two thousand twelve and entered into between, among others, Xxxxxxxx Group Issuer LLC, Xxxxxxxx Group Issuer Inc., Xxxxxxxx Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent; and

“Voting Rights” means the voting rights in respect of any of the Present Shares.


2.	Interpretation

Subject to any contrary indication, any reference in this Deed to a “Clause”, “Sub-clause” or “paragraph” shall be interpreted as a reference to a clause, sub-clause or paragraph hereof.


3.	Continuing security

Any reference made in this Deed to any Loan Document or to any agreement or document (under whatever name), where applicable, shall be deemed to be a reference to:

(a)

such Loan Document or such other agreement or document as the same may have been, or may at any time be, extended, prolonged, amended, restated, supplemented, restructured, replaced, modified, renewed or novated, as persons may accede thereto as a party or withdraw therefrom as a party in part or in whole or be released thereunder in part or in whole, and/or as facilities and/or financial services are or may at any time be granted, extended, prolonged, increased, reduced, cancelled, withdrawn, amended, restated, supplemented, restructured, replaced, modified, renewed or novated thereunder including, without limitation,


(i)	any increase or reduction in any amount available thereunder or any alteration of or addition to the purpose for which any such amount, or increased or reduced amount may be used,


(ii)	any facility provided in substitution of, or in addition to, the facilities originally made available thereunder,


(iii)	any rescheduling of the indebtedness incurred thereunder whether in isolation or in connection with any of the foregoing, and


(iv)	any combination of the foregoing, and/or


(b)	any document designated as a Loan Document by the Collateral Agent in accordance with the Loan Documents, and consequently, the rights of pledge created under and pursuant to this Deed and any supplemental deed of pledge will secure any additional amounts which are or may be made available or become payable under the Loan Documents from time to time.


4.	Construction

(a)


(b)	Any reference to the “Collateral Agent”, the “Pledgor” or the “Secured Parties” shall be construed so as to include their (and any subsequent) successors and any permitted transferees or assignees in accordance with their respective interests.

(c)


14.	UNDERTAKING TO PLEDGE AND PARALLEL DEBT


1.	Undertaking to pledge

The Pledgor has agreed, or, as the case may be, hereby agrees with the Collateral Agent that the Pledgor shall grant to the Collateral Agent a right of pledge (pandrecht) over the Security Assets as security for the payment of the Secured Obligations.


2.	Parallel Debt

Pursuant to the Parallel Debt the Collateral Agent has its own claim in respect of the payment obligations of the Loan Parties to the Secured Parties. With respect to this claim the Collateral Agent acts in its own name and not as representative (vertegenwoordige) of the Secured Parties or any of them and consequently the Collateral Agent becomes the sole pledgee (pandhouder) under this Deed.


15.	PLEDGE


1.	Pledge of Security Assets


1.	To secure the payment of the Secured Obligations the Pledgor hereby grants to the Collateral Agent a right of pledge (pandrecht) with the highest possible ranking over the Present Shares and the Related Rights pertaining thereto which right of pledge is hereby accepted by the Collateral Agent.


2.	If and to the extent that at the time of creation of this right of pledge, or at any time hereafter, a Principal Obligation owed to the Collateral Agent cannot be validly secured through the Parallel Debt, such Principal Obligation itself shall be a Secured Obligation.


2.	Registration

The Collateral Agent is entitled to present this Deed and any other document pursuant hereto for registration to any office, registrar or governmental body in any jurisdiction (including, without limitation and for the avoidance of doubt, The Netherlands) the Collateral Agent deems necessary or useful to protect its interests.


3.	Related Rights

Only the Collateral Agent is entitled to receive and exercise the Related Rights pledged pursuant hereto. The Collateral Agent hereby authorises the Pledgor (as envisaged by article 3:246 paragraph 4 of the Dutch Civil Code) to receive Dividends paid in cash. The Collateral Agent is entitled to revoke this authorisation if an Enforcement Event has occurred and is continuing.


4.	Voting Rights

In accordance with article 2:198 paragraph 3 of the Dutch Civil Code, in conjunction with the relevant provisions of the Articles of Association, the Pledgor acting in its capacity of sole shareholder, and constituting the general meeting of the Company, has resolved on the twenty-ninth day of November two thousand twelve to approve by means of a written resolution adopted outside a meeting in accordance with article 2:238 of the Dutch Civil Code, (i) the pledge and (ii) the conditional transfer to the Collateral Agent of the Voting Rights and other rights and powers attached to the Present Shares. A photocopy of this resolution will be attached to this Deed (Annex II).


2.	The Voting Rights are hereby transferred to the Collateral Agent subject to the conditions precedent (opschortende voorwaarden) of:


(a)	occurrence of an Enforcement Event and while it is continuing; and


(b)	written notice by the Collateral Agent to the Pledgor and the Company that it, the Collateral Agent, will be entitled to exercise the Voting Rights.


3.	Prior to receipt by the Company of a notice as referred to in paragraph 3.4.2 sub (b):


(a)	the Pledgor shall have the right to exercise the Voting Rights and other rights and powers attached to the Present Shares provided it shall not at any time exercise, or refrain from exercising, such rights in a manner which would adversely affect the validity or enforceability of the security created hereby or cause an Event of Default to occur; and


(b)	the Collateral Agent shall not have the rights attributed by law to the holders of depository receipts to which Meeting Rights are allocated (id est such rights will remain vested in the Pledgor until receipt by the Company of a notice as referred to in paragraph 3.4.2 sub (b)).


4.	Forthwith upon receipt by the Company of a notice as referred to in paragraph 3.4.2 sub (b) the Pledgor shall no longer be entitled to exercise the Voting Rights.

After the Collateral Agent has notified the Pledgor and the Company pursuant to paragraph 3.4.2 sub (b) that it will exercise any or all of the rights attributed by law to the holders of depository receipts to which Meeting Rights are attributed and/or any or all of the Voting Rights, the Collateral Agent shall have the right to convene a general meeting of shareholders regardless of the number of Voting Rights it can exercise pursuant to paragraph 3.4.2.


16.	REPRESENTATIONS, WARRANTIES AND COVENANTS


1.	Representations and warranties


1.	The Pledgor hereby represents and warrants to the Collateral Agent that the following is true and correct on the date hereof:


(a)	the Pledgor is entitled to pledge the Security Assets as envisaged hereby;


(b)	the right of pledge created hereby over the Security Assets is a right of pledge (pandrecht) with the highest possible ranking, the Security Assets have not been encumbered with limited rights (beperkte rechten) or otherwise and no attachment (beslag) on the Security Assets has been made, in each case, except as permitted by the Principal Finance Documents; and


(c)	the Security Assets have not been transferred, encumbered or attached in advance, nor has it agreed to such transfer or encumbrance in advance, in each case, except as permitted by the Principal Finance Documents.


2.	Furthermore, the Pledgor hereby represents and warrants to the Collateral Agent that the following is true and correct on the date hereof:


(a)	except as disclosed under the Credit Agreement or otherwise permitted by the Principal Finance Documents, the Present Shares have been validly issued and fully paid up and constitute ninety-nine eighty-six/hundredth percent (99.86%) of the share capital of the Company at the time of this Deed;


(b)	it has acquired the Present Shares by means of a notarial deed of issue of shares in the capital of the Company, executed before X.X. Xxxxxxxx, civil law notary (notaris) in Amsterdam, The Netherlands, on the fourth day of December two thousand twelve;


(c)	no Depository Receipts have been issued with respect to the Present Shares; and


(d)	no share certificates (aandeelbewijzen) have been issued with respect to the Present Shares.


2.	Covenants

The Pledgor hereby covenants that, subject to the Agreed Security Principles, it will:


(a)	other than as permitted under the terms of the Principal Finance Documents, not release, settle or subordinate any Related Rights without the Collateral Agent’s prior written consent (such consent not to be unreasonably withheld or delayed);


(b)	at its own expense execute all documents and do all such acts as the Collateral Agent may reasonably request for creating, perfecting or protecting the right of pledge envisaged hereby;


(c)	other than envisaged hereby or as permitted under the terms of the Principal Finance Documents, not pledge, otherwise encumber or transfer any Security Assets, whether or not in advance, or permit to subsist any kind of encumbrance or attachment over the Security Assets;


(d)	other than as permitted under the terms of the Principal Finance Documents, not perform any act that would affect the validity or enforceability of the security under this Deed or cause an Event of Default to occur;

(e)

(f)

as soon as reasonably practicable inform in writing persons such as a liquidator (curator) in bankruptcy (faillissement), an administrator (bewindvoerder) in a suspension of payment (surseance van betaling) or preliminary suspension of payment (voorlopige surseance van betaling) or a person making an attachment (beslaglegger), of the existence of the rights of the Collateral Agent pursuant hereto;


(g)	ensure that the Company shall not issue any shares in its capital or rights to acquire the same, except to the extent permitted under the terms of the Principal Finance Documents;


(h)	ensure that the Company shall not allocate (toekennen) Depository Receipts or the rights to acquire the same, except to the extent permitted under the terms of the Principal Finance Documents; and

(i)

except to the extent permitted under the terms of the Principal Finance Documents, not vote on any of the Present Shares without the consent of the Collateral Agent, in favour of a proposal to (i) amend the Articles of Association, (ii) dissolve the Company, (iii) apply for the bankruptcy (faillissement) or a suspension of payments (surseance van betaling) or preliminary suspension of payments (voorlopige surseance van betaling) of the Company, (iv) convert (omzetten), merge (fuseren) or demerge (splitsen) the Company, (v) distribute Related Rights or (vi) convert any of the Present Shares.


17.	ENFORCEMENT


1.	Default

Any failure by the Pledgor to satisfy the Secured Obligations when due shall constitute a default (verzuim) in the performance of the Secured Obligations, without any reminder letter (sommatie) or notice of default (ingebrekestelling) being required.


2.	Enforcement

If an Enforcement Event has occurred and is continuing, the Collateral Agent may enforce its right of pledge and take recourse against the proceeds thereof.


3.	No right to deviating manner of enforcement

The Pledgor shall not be entitled to request the court to determine that the Security Assets pledged pursuant hereto shall be sold in a manner deviating from the provisions of article 3:250 of the Dutch Civil Code.


4.	No notice of intention to sell

The Collateral Agent shall not be obliged to give notice to the Pledgor of any intention to sell the pledged Security Assets (as provided in article 3:249 of the Dutch Civil Code) or, if applicable, of the fact that it has sold the same Security Assets (as provided in article 3:252 of the Dutch Civil Code).


5.	Application of proceeds

All monies received or realised by the Collateral Agent in connection with the Security Assets shall be applied by the Collateral Agent in accordance with the lntercreditor Arrangements, subject to the mandatory provisions of Dutch law on enforcement (uitwinning).


18.	MISCELLANEOUS PROVISIONS


1.	Waivers


1.	To the fullest extent allowed by applicable law, the Pledgor waives (doet afstand van) any right it may have of first requiring the Collateral Agent to proceed against or claim payment from any other person or enforce any guarantee or security granted by any other person before exercising its rights pursuant hereto, which waiver is hereby accepted by the Collateral Agent.


2.	The Pledgor hereby irrevocably and unconditionally waives (doet afstand van) any rights it has under or pursuant to any Dutch law provisions for the protection of grantors of security for the debts of third parties, including, to the extent relevant, any rights it may have pursuant to articles 3:233, 3:234 and 6:139 of the Dutch Civil Code, which waiver is hereby accepted by the Collateral Agent.

The Pledgor hereby irrevocably and unconditionally waives (doet afstand van), to the extent necessary in advance, any and all rights of recourse (regres) or subrogation (subrogatie) vis-à-vis any Loan Party that it has or may obtain or acquire after the date of this Deed as a result of any enforcement action in respect of the right of pledge granted under or in connection with this Deed and, to the extent such waiver is not enforceable in whole or in part, any rights of recourse or subrogation to which the Pledgor is or may become entitled under or pursuant to enforcement of any rights of pledge created under or pursuant to this Deed are hereby pledged to the Collateral Agent by way of an undisclosed pledge governed by the terms of this Deed, which waiver and pledge are hereby accepted by the Collateral Agent.


2.	Evidence of indebtedness

An excerpt from the Collateral Agent’s records shall serve as conclusive evidence (dwingend hewijs) of the existence and the amounts of the Secured Obligations, subject to proof to the contrary.


3.	Unenforceability


4.	Power of attorney


(a)	an Enforcement Event has occurred which is continuing and/or


(b)	the Collateral Agent has received notice from the Applicable Representative, the Loan Parties’ Agent and/or the Pledgor that the Pledgor has failed to comply with a further assurance or perfection obligation within ten (10) Business Days of being notified of that failure (with a copy of that notice being sent to the Loan Party’s Agent),

authorising the Collateral Agent to execute all such documents and to perform and do all such acts and things as the Collateral Agent may deem necessary or useful in order to have the full benefit of the rights granted or to be granted to the Collateral Agent pursuant

hereto, including (i) the exercise of any ancillary rights (nevenrechten) as well as any other rights it has in relation to the Security and (ii) the performance of any obligations of the Pledgor hereunder, which authorisation permits the Collateral Agent to (also) act as the Pledgor’s counterparty within the meaning of article 3:68 of the Dutch Civil Code. Provided further that the Collateral Agent shall not be obliged to exercise the power of attorney granted to it by the Pledgor under this paragraph 6.4 unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to satisfaction.


5.	Delegation

Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by Dutch law), each of the Collateral Agent and any trustee in bankruptcy (curator) or administrator (bewindvoerder) shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Deed (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Collateral Agent or any trustee in bankruptcy (curator) or administrator (bewindvoerder) itself.


6.	Costs

With respect to costs and expenses, Section 9.05 (Expenses; Indemnity) of the Credit Agreement shall apply mutatis mutandis and the provisions thereof are incorporated here by reference.


19.	TRANSFER


1.	Power to transfer

The Collateral Agent is entitled to transfer all or part of its rights and/or obligations pursuant hereto to any replacement collateral agent appointed in accordance with the First Lien Intercreditor Agreement and to the extent such transfer is in accordance with the terms of the First Lien Intercreditor Agreement, the Pledgor hereby in advance gives its irrevocable consent to and hereby in advance irrevocably co-operates with any such transfer (within the meaning of articles 6:156 and 6:159 of the Dutch Civil Code).


2.	Transfer of information

Subject to Section 9.16 (Confidentiality) of the Credit Agreement and the terms of the other Loan Documents the Collateral Agent is entitled to impart any information concerning the Pledgor or the Security Assets to any (proposed) transferee.


20.	TERMINATION


1.	Termination of pledge

Unless terminated by operation of law, the Collateral Agent’s rights of pledge created pursuant hereto shall be in full force and effect vis-à-vis the Pledgor until it shall have terminated, in part or in whole, as described in Sub-clause 8.2 (Termination by notice (opzegging) and waiver (afstand)),


2.	Termination by notice (opzegging) and waiver (afstand)

The Collateral Agent will be entitled to terminate by notice (opzegging) the right of pledge created hereunder and pursuant hereto in part or in whole, in respect of all or part of the Security Assets and/or all or part of the Secured Obligations. If and insofar as the purported effect of any such termination would require a waiver (afstand xxx xxxxx) by the Collateral Agent, such termination shall be construed accordingly and the Pledgor hereby in advance agrees to such waiver.


21.	NO LIABILITY

None of the Collateral Agent, its nominee(s) or any trustee in bankruptcy (curator) or administrator (bewindvoerder) or delegate appointed pursuant to this Deed shall be liable by reason of (a) taking any action permitted by this Deed or (b) any neglect or default in connection with the Security Assets or (c) the taking possession or realisation of all or any part of the Security Assets, except to the extent provided in the Principal Finance Documents.


22.	GOVERNING LAW AND JURISDICTION


1.	Governing law

This Deed and any non-contractual obligations arising out of or in connection with this Deed are governed by and shall be interpreted in accordance with Dutch law.


2.	Jurisdiction

Any disputes arising from or in connection with this Deed shall be submitted in first instance to the competent court in Amsterdam, The Netherlands, without prejudice to the Collateral Agent’s right (to the extent allowed by law) to submit any disputes to any other competent court in The Netherlands or in any other jurisdiction.


3.	Power of attorney

If a party to this Deed is represented by an attorney or attorneys in connection with the execution of this Deed or any agreement or document pursuant hereto and the relevant power of attorney is expressed to be governed by Dutch law, such choice of law is hereby accepted by each other party, in accordance with article 14 Hague Convention on the Law Applicable to Agency of the fourteenth day of March nineteen hundred and seventy-eight.


4.	Domicile (woonplaats)

Pursuant to article 1:15 of the Dutch Civil Code the Pledgor hereby designates the offices of the Company as its domicile (woonplaats) for service of process in any proceedings in connection with this Deed. This designation shall be without prejudice to any other method of service of process permitted by law.


23.	THE COMPANY

The Company hereby:


(a)	acknowledges the right of pledge created over the Security Assets;


(b)	confirms that it has been notified (medegedeeld) of the right of pledge created over the Related Rights;


(c)	undertakes to register in its shareholders’ register:


(i)	the right of pledge over the Present Shares;


(ii)	the conditional transfer of Voting Rights to the Collateral Agent; and


(iii)	that, if an Enforcement Event has occurred and is continuing and notice is given to the Company, as set out in more detail in this Deed, the Collateral Agent shall have the rights attributed by law to the holders of depository receipts to which Meeting Rights are attributed;


(d)	represents and warrants that to the best of its knowledge and belief the representations and warranties of the Pledgor made pursuant to paragraphs 4.1.1 sub (a) and (b) and 4.1.2 sub (a) are true and correct;


(e)	represents and warrants that no Depository Receipts have been issued with respect to the Present Shares;


(f)	represents and warrants that no share certificates (aandeelbewijzen) have been issued with respect to the Present Shares;


(g)	represents and warrants that no rights to acquire shares in the capital of the Company have been issued which are still outstanding except to the extent permitted under the terms of the Loan Documents; and


(h)	covenants that it shall not issue any shares, or rights to acquire shares, in the capital of the Company, except to the extent explicitly permitted under the terms of the other Loan Documents.


24.	CIVIL LAW NOTARY

Each of the parties to this Deed acknowledges that:


(a)	Dr T.P. van Duuren, civil law notary (notaris) in Amsterdam, The Netherlands, is a partner of Xxxxxxxx Chance LLP; and


(b)	Xxxxxxxx Chance LLP acts as the legal adviser to the Administrative Agent, Linklaters LLP in Amsterdam acts as the Dutch legal adviser to the Collateral Agent and that Freshfields Bruckhaus Xxxxxxxx LLP in Amsterdam acts as the Dutch legal adviser to the Pledgor and the Company in this transaction; and,

having consulted its legal advisers, confirms its agreement and accepts that Dr T.P. van Duuren, aforementioned, or one of his deputies (kandidaat-notarissen) shall execute this Deed and that this shall not prevent Xxxxxxxx Chance LLP from continuing to act as legal adviser to the Administrative Agent.

THIS DEED, was executed in Amsterdam on the date first above written.

The person appearing is known to me, civil law notary.

The essential contents of this deed were communicated and explained to the person appearing.

The person appearing then declared to have noted and approved the contents and did not want a full reading thereof. Thereupon, after limited reading, this deed was signed by the person appearing and by me, civil law notary.

Signed.

ISSUED AS A TRUE COPY

by Xxxxxx Xxxx Xxxxxxxxx, kandidaat-notaris,

deputising for Xx Xxxxxx Pieter van Duuren,

civil law notary (notaris) in Amsterdam,

on 4 December 2012.

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