SIG REINAG AG as GP Pledgor and THE BANK OF NEW YORK MELLON as Collateral Agent and Pledgee THE INSTITUTIONS NAMED HEREIN as Pledgees PARTNERSHIP INTEREST PLEDGE AGREEMENT relating to the interests in SIG EURO HOLDING AG & Co. KGAA (Verpfändung...

EXHIBIT 4.136

SIG REINAG AG

as GP Pledgor

and

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

THE INSTITUTIONS NAMED HEREIN

as Pledgees

PARTNERSHIP INTEREST PLEDGE AGREEMENT
relating to the interests in SIG EURO HOLDING AG & Co. KGAA

(Verpfändung Komplementäranteile)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

Contents

Clause		Page
1. DEFINITIONS AND LANGUAGE			3
2. PLEDGED INTERESTS			8
3. PLEDGE			8
4. SCOPE OF THE PLEDGES			9
5. PURPOSE OF THE PLEDGES			11
6. EXERCISE OF MEMBERSHIP RIGHTS			11
7. ENFORCEMENT OF THE PLEDGES			11
8. SWISS LIMITATIONS			14
9. UNDERTAKINGS OF THE PLEDGOR			15
10. DELEGATION			17
11. INDEMNITY			17
12. NO LIABILITY			17
13. DURATION AND INDEPENDENCE			18
14. RELEASE OF PLEDGE (PFANDFREIGABE)			18
15. PARTIAL INVALIDITY; WAIVER			19
16. AMENDMENTS			19
17. NOTICES AND THEIR LANGUAGE			19
18. NOTIFICATION			21
19. APPLICABLE LAW, JURISDICTION			21
20. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)			21
SCHEDULE 1 LIST OF FINANCIAL INSTITUTIONS, CURRENT BORROWERS, CURRENT GUARANTORS AND CURRENT SENIOR SECURED NOTE GUARANTORS			23
SCHEDULE 2 COPY OF APPROVAL AND CONSENT			52

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This PARTNERSHIP INTEREST PLEDGE AGREEMENT (this “Agreement”) is made on 29 January 2010

BETWEEN:

(1) SIG Reinag AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland, having its registered office at Xxxxxxxxxxx 00, XX-0000 Xxxxxxxxx xx Xxxxxxxxx, Xxxxxxxxxxx and registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.003.796-7 (the “GP Pledgor” or the “Pledgor”);

(2) The Bank of New York Mellon, having its business address at 0 Xxxx Xxxxxx, Xxx Xxxx, X.X. 00000, The United States of America, in its capacity as indenture trustee under the Senior Secured Note Indenture (as defined below) and in its capacity as collateral agent for the Secured Parties (as defined below) under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent”); and

(3) the institutions listed in Part 1 of Schedule 1 (List of financial institutions) hereto in their capacity as lenders, issuing banks, hedge counterparties, administrative agent, local facility providers, cash management banks under the Credit Documents (as defined below);

(the institutions named in (2) and (3) are hereinafter referred to as the “Original Pledgees”).

WHEREAS:

(A) Pursuant to a USD 1,155,000,000 and EUR 330,000,000 multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alia, the parties listed in Part 2 of Schedule 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Part 3 of Schedule 1 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG, Cayman Island branch (formerly Credit Suisse, Cayman Island branch) as administrative agent and The Bank of New York Mellon as collateral agent and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured note indenture dated 5 November 2009 between, inter alia, Xxxxxxxx Group Issuer LLC, Xxxxxxxx Group Issuer Inc., and Xxxxxxxx Group Issuer (Luxembourg) S.A as issuers (the “Issuers”), certain affiliates of the Issuers listed in Part 4 of Schedule 1 as current senior secured note guarantors (the “Current Senior Secured Note Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded

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or extended from time to time, the “Senior Secured Note Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of USD 1,125,000,000 (the “US Secured Notes”) and senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “Euro Secured Notes” and together with the US Secured Notes the “Senior Secured Notes”) to certain noteholders.

(C) The Pledgor has agreed to grant a pledge over its GP Interests (as defined below) in the Company (as defined below) as security for the Pledgees’ (as defined below) respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(D) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 between, inter alia, the Collateral Agent, Wilmington Trust (London) Limited as additional collateral agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

(E) SIG Combibloc Group AG and SIG Austria Holding GmbH as sole shareholders (Aktionäre) of the Company have approved and consented to the Pledges (as defined below) of the GP Interests (as defined below) and to a transfer of the GP Interests (as defined below) upon enforcement of the Pledges (as defined below) in a resolution of the shareholders (Hauptversammlungsbeschluss) a copy of which is attached hereto as Schedule 2.

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Administrative Agent” means Credit Suisse AG, Cayman Island branch, having its business address at Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

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“Cash Management Bank” shall mean Citibank NA, Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co XXxX, Xxxxxxxx XXX, Xxxxxxx, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Company” means SIG Euro Holding AG & Co. KGaA, an association limited by shares (Kommanditgesellschaft auf Aktien) organised under the laws of the Federal Republic of Germany having its business address as at the date of this Agreement at Xxxxxxxxx 00, 00000 Xxxxxxx, Xxxxxxx and registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Xxxxx under HRB 5754.

“Credit Documents” shall mean the Loan Documents and the Senior Secured Note Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the Senior Secured Note Indenture.

“Existing GP Interests” has the meaning ascribed to such term in sub-Clause 2.1 hereof.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007 and as amended and restated on 5 November 2009) between, inter alia, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Xxxxxxxx Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à x.x., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“Future GP Interests” means the Existing GP Interests of the Pledgor in existence from time to time (including following a further contribution (Einlage) or an increase of the special contribution (Sondereinlage) in the capital of the Company (if any)).

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“Future Pledgee” means any entity which may become a pledgee hereunder by way of (i) transfer of the Pledges by operation of law following the transfer or assignment (including by way of novation or assumption (Vertragsübernahme)) of any part of the Obligations from any Original Pledgee or Future Pledgee to such future pledgee and/or (ii) accession to this Agreement pursuant to sub-Clause 3.3 hereof as pledgee.

“Grantors” means the Loan Parties, the Issuers and the Senior Secured Note Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers and the Senior Secured Note Guarantors under the Credit Documents and “Grantor” means any of them.

“Grantors’ Agent” shall mean Xxxxxxxx Group Holdings Limited (formerly known as Rank Group Holdings Limited) or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Xxxxxxxx Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“GP Interests” means the Existing GP Interests and the Future GP Interests.

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 400,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

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“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the Senior Secured Note Indenture and any successor appointed as indenture trustee under the Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à.x.x. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

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“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means each of HSBC Trinkaus & Xxxxxxxxx XX, Deutsche Bank AG, Commerzbank Aktiengesellschaft, Bank of America, N.A., Hong Kong and Shanghai Banking Corporation Ltd., Thailand, provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgees (or any of them) under each or any of the Credit Documents (including, but not limited to the Parallel Obligations), together with all costs, charges and expenses incurred by any Pledgee in connection with the protection, preservation or enforcement of its respective rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in sub-Clause 3.1

“Pledgees” means the Original Pledgees and the Future Pledgees, and “Pledgee” means any of them.

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

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the Senior Secured Note Holders, the Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

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		“Senior Secured Note Documents” shall mean the Senior Secured Note Indenture, the Senior Secured Note Guarantees, the Senior Secured Notes, the Intercreditor Arrangements, any security document relating to the Senior Secured Notes and/or the Senior Secured Note Indenture and any other document that may be entered into pursuant to any of the foregoing.
		“Senior Secured Note Guarantees” shall mean the guarantees of the obligations of the Issuers under the Senior Secured Notes and the Senior Secured Note Indenture by the Senior Secured Note Guarantors.
		“Senior Secured Note Guarantors” means the Current Senior Secured Note Guarantors and any entity which may accede to the Senior Secured Note Indenture as additional guarantor.
		“Senior Secured Note Holders” shall mean the holders from time to time of the Senior Secured Notes.
1.2		Construction
		In this Agreement:
1.2.1		Capitalised terms used but not defined in this Agreement (or in any notice given under this Agreement) have the meanings ascribed thereto in the First Lien Intercreditor Agreement; and
1.2.2		any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule in this Agreement.
1.3		This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.
2.		PLEDGED INTERESTS
2.1		The Pledgor is the sole general partner of the Company. The Pledgor’s general partner’s interests (Komplementäranteile) in the Company in form and substance at the date hereof correspond to a special contribution (Sondereinlage) in the amount of EUR 1,307,000 (in words: Euro one million three hundred and seven thousand) (the “Existing GP Interests”).
2.2		The Pledgor is the owner of the Existing GP Interests.

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3.		PLEDGE
3.1		The Pledgor hereby pledges to each of the Pledgees its GP Interests together with all ancillary rights and claims associated with the GP Interests as more particularly specified in Clause 4 (each a “Pledge” and together the “Pledges”).
3.2		Each of the Original Pledgees hereby accepts its Pledge for itself.
3.3		The Collateral Agent accepts, as representative without power of attorney (Vertreter ohne Vertretungsmacht), the respective Pledges for and on behalf of each Future Pledgee. Each Future Pledgee ratifies and confirms the declarations and acts so made by the Collateral Agent on its behalf by accepting the transfer or assignment (including by way of novation or assumption (Vertragsübernahme)) of the Obligations under the Loan Documents (or part of them) from a Pledgee or the appointment to become a successor as administrative agent under the Credit Agreement or as indenture trustee under the Senior Secured Note Indenture. Upon such ratification (Genehmigung) such Future Pledgee becomes a party to this Agreement, it being understood that any future or conditional claim (zukünftiger oder bedingter Anspruch) of such Future Pledgee arising under the Loan Documents, or, in case of a successor indenture trustee arising under the Senior Secured Note Documents shall be secured by the Pledges constituted hereunder.
3.4		All parties hereby confirm that the validity of the Pledges granted hereunder shall not be affected by the Collateral Agent acting as representative without power of attorney for each Future Pledgee.
3.5		The Pledgor herewith authorises the Collateral Agent to notify on its behalf the Pledges and/or the identity of any Future Pledgee and the new pledges created pursuant to sub-Clause 3.3 above to the Company. Upon request of the Collateral Agent, the Pledgor shall without undue delay give such notice and provide the Collateral Agent with a copy thereof.
3.6		The validity and effect of each of the Pledges shall be independent from the validity and the effect of the other Pledges created hereunder. The Pledges to each of the Pledgees shall be separate and individual pledges ranking pari passu with the other Pledges created hereunder.
3.7		Each of the Pledges is in addition, and without prejudice, to any other security the Pledgees may now or hereafter hold in respect of the Obligations.
3.8		For the avoidance of doubt, the parties agree that nothing in this Agreement shall exclude a transfer of all or part of the Pledges created hereunder by operation of law upon the transfer or assignment (including by way of novation or assumption (Vertragsübernahme)) of all or part of the Obligations by any Pledgee to a Future Pledgee.

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4.		SCOPE OF THE PLEDGES
4.1		The Pledges constituted by this Agreement include:
4.1.1		the present and future rights to receive:

(a) profits payable in relation to the GP Interests (Gewinnanspruch), if any and, in particular but not limited to, any and all rights and claims arising in connection with the capital accounts (Kapitalkonten) and the private account (Privatkonto) of the Pledgor, if any (including, but not limited to, interest payable on any of these accounts);

(b) liquidation proceeds (Liquidationserlöse), consideration for redemption (Abfindungsansprüche), repaid capital in case of a decrease of the special contribution (Sondereinlage), any compensation in case of termination (Kündigung) and/or withdrawal (Ausscheiden) of a partner of the Company, any claim to a distribution-quote (Auseinandersetzungsanspruch) and all other pecuniary claims (geldwerte Forderungen) associated with the GP Interests;

(c) compensation for the management (Geschäftsführungstätigkeit) of the Company, for the assumption of liability (Haftungsübernahme) and for the contribution (Vermögenseinlage); and

4.1.2		all other rights and benefits attributable to the GP Interests.
4.2		Notwithstanding that the items set out in Clause 4.1 above are pledged hereunder, the Pledgor shall be entitled to receive and retain the items set out in Clause 4.1 in respect of, and otherwise deal (in accordance with the provisions of this Agreement and any other Principal Finance Document) with all items described in Clause 4.1 hereof in respect of the GP Interests at all times other than any time the Pledgees are entitled to enforce the Pledges constituted hereunder.
4.3		On the date and during the period in which the Pledgees are entitled, in accordance with Clause 7 (Enforcement of the Pledges) hereof, to enforce the Pledges (or any part thereof):

(a) all profits paid or payable and any other property received, receivable or otherwise distributed in respect of or in exchange for the GP Interests;

(b) all profits or other distributions or payments paid or payable in respect of the GP Interests in connection with the partial or total liquidation or dissolution of the Company; and

(c) all cash paid, payable or otherwise distributed in respect of the principal of, or in redemption of, or in exchange for the GP Interests,

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		shall be forthwith delivered to the Collateral Agent and held as security for and on behalf of the Pledgees. If such proceeds or property are received by the Pledgor, they shall be received as trustee for the benefit of the Pledgees and shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Collateral Agent for and on behalf of the Pledgees as security in the form so received (with any necessary endorsement).
5.		PURPOSE OF THE PLEDGES
		The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.
6.		EXERCISE OF MEMBERSHIP RIGHTS
		The membership rights, including the management (Geschäftsführung) of the Company and the voting rights, attached to the GP Interests remain with the Pledgor. The Pledgor may exercise its membership rights in any manner which does not adversely affect the validity or enforceability of the Pledges or the existence of all or part of the GP Interests other than through profit payments pursuant to sub-Clause 4.2 above, or cause an Event of Default to occur. The Pledgor undertakes, unless otherwise permitted by the Principal Finance Documents, that no resolutions will be passed which would, if passed, constitute a breach of its obligations under Clause 9 or any other obligation under this Agreement.
7.		ENFORCEMENT OF THE PLEDGES
7.1		If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of any of the Pledges are met (Pfandreife), in particular, if any of the Obligations has become due and payable, then in order to enforce the Pledges (or any of them), the Collateral Agent may on its own behalf and on behalf of the other Pledgees at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.
7.2		The Collateral Agent may only enforce the Pledges in accordance with Clause 7.1 above in relation to obligations of any Grantor (provided that this restriction shall not apply to obligations under the Credit Documents of (i) the Pledgor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an

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Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Pledgor, up to such proceeds and (ii) a direct or indirect subsidiary of the Pledgor (the “Pledgor’s Subsidiary”) (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Pledgor’s Subsidiary, up to such proceeds) after (i) the Pledgor’s auditors have (y) delivered an audited interim balance sheet of the Pledgor (valuating the GP Interest at its realisation value) to the Collateral Agent and (z) determined the existence and extent of the profits available for the payment of a dividend by the Pledgor in accordance with the relevant provisions of the Swiss Code of Obligations (the “Auditor’s Determination”) and (ii) the Pledgor’s shareholders have passed for such dividend payment resolutions for the distribution of dividends (“Dividend Resolution”) in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time. The Pledgor shall deliver the Auditor’s Determination and the Dividend Resolution within 30 business days after the Collateral Agent has given notice to the Pledgor of its intention to enforce the Pledges. The Collateral Agent shall only enforce the Pledges in relation to obligations of any Grantor (provided that this restriction shall not apply to obligations under the Credit Documents of (i) the Pledgor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Pledgor, up to such proceeds and (ii) a Pledgor’s Subsidiary (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Pledgor’s Subsidiary, up to such proceeds) if according to the Auditor’s Determination and the Dividend Resolution the Pledgor has validly resolved to distribute the profits available for

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		payment of a dividend, subject to Clause 8 (Swiss Limitations) below, provided that if the Pledges are not enforced and/or enforceable, the Collateral Agent may subsequently again seek to enforce the Pledges in accordance with this 7.2 and Clause 8 (Swiss Limitations) at any time thereafter.
7.3		Notwithstanding Section 1277 of the German Civil Code, the Pledgees are entitled to exercise their rights without obtaining enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgees shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany, and in particular have the Pledges sold (including at public auction).
7.4		The Pledgor hereby expressly agrees that 5 (five) business days’ prior written notice to the Pledgor of the place and time of any such sale shall be sufficient and the Pledgees, acting through the Collateral Agent, shall not be obliged to deliver any further notices (including, but not limited to the notices set out under Section 1234 of the German Civil Code) to the Pledgor prior to such sale. The sale may take place at any place in the Federal Republic of Germany designated by the Collateral Agent, acting for and on behalf of the Pledgees.
7.5		If the Pledgees, acting through the Collateral Agent, should seek to enforce the Pledges under sub-Clause 7.1 the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt sale of the GP Interests or any part thereof and/or the exercise by the Pledgees, acting through the Collateral Agent, of any other right they may have as Pledgee.
7.6		Whilst the requirements for enforcement under sub-Clause 7.1 are continuing all subsequent payments of profits or compensation attributable to the GP Interests and all payments based on similar ancillary rights attributed to the GP Interests may be applied by the Pledgees, acting through the Collateral Agent, in satisfaction in whole or in part of the Obligations or treated as additional collateral.
7.7		Even if the requirements for enforcement referred to under sub-Clause 7.1 above are met, the Pledgees shall not, whether as proxy or otherwise, be entitled to exercise the voting rights attached to the GP Interests. However, the Pledgor shall, during the continuation of an event which allows the Pledgees to enforce the Pledges, have the obligations and the Pledgees shall have the rights set forth in sub-Clause 9.3 below regardless of which resolutions are intended to be adopted.
7.8		The Pledgees acting through the Collateral Agent may, in their sole discretion, determine which of several security interests, if applicable, shall be used to satisfy the Obligations. The Pledgor hereby expressly waives its right pursuant to Section 1230 sentence 2 of the German Civil Code to limit the realisation of the Pledges and pledges over the partnership

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		interests or shares in one or more other companies to such number of pledges as are necessary to satisfy the Obligations and agrees further that the Collateral Agent may decide to enforce the Pledges in the Company individually at separate proceedings or together with pledges over partnership interests or shares in one or more other companies at one single proceeding (Gesamtverwertung).
7.9		The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.
7.10		The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.
7.11		If the Pledges are enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor — Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgees shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledges and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from the Company or any of the Company’s affiliates or to assign any of these claims.
8.		SWISS LIMITATIONS
8.1		Proceeds of an enforcement of the Pledges shall only be applied towards satisfaction of the Obligations in relation to obligations of any Grantor (provided that this restriction shall not apply to obligations under the Credit Documents of (i) the Pledgor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Pledgor, up to such proceeds and (ii) a Pledgor’s Subsidiary (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Pledgor’s Subsidiary, up to such proceeds) to the extent that the application of the proceeds of an

- 14 -

		enforcement of the Pledges towards such obligations does not constitute a repayment of capital (Einlagerueckgewaehr), a violation of the legally protected reserves (gesetzlich geschuetzte Reserven) or a payment of a (constructive) dividend prohibited by the Swiss Federal Code of Obligations by the Pledgor and in the maximum amount of the Pledgor’s profits available for the distribution of dividends at the point in time the Pledges are enforced (being the balance sheet profits and any free reserves made for this purpose, in each case in accordance with the relevant Swiss law) (the “Available Enforcement Proceeds”). From the proceeds of an enforcement an amount equal to (i) all proceeds of the enforcement exceeding the Available Enforcement Proceeds plus (ii) the Tax Payment Amount (as defined below) shall be returned to the Pledgor;
8.2		for such application of the Available Enforcement Proceeds towards satisfaction of the Obligations the Pledgor shall procure the passing of a shareholders’ resolutions for the distribution of dividends in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time (currently the profits available for the distribution of dividends as described above must be determined based on an audited balance sheet and such shareholders’ resolution must be based on the report from the Pledgor’s auditors approving the proposed distribution of dividends); and
8.3		deduct from the Available Enforcement Proceeds Swiss Anticipatory Tax (withholding tax) at the rate of 35% (or such other rate as in force from time to time) and subject to any applicable double taxation treaty and/or agreements entered into with the Swiss Federal Tax administration (the “Tax Payment Amount”):

(a) pay the Tax Payment Amount to the Swiss Federal Tax Administration; and

(b) give evidence to the respective beneficiary or beneficiaries (as the same may be) of such deduction of the Tax Payment Amount in accordance with Clause 2.20 (Taxes) of the Credit Agreement and Clause 4.15 (Witholding Taxes) of the Senior Secured Note Indenture.

8.4 But if such a deduction is made, the Pledgor shall not be obliged to gross-up pursuant to Clause 2.20 (Taxes) of the Credit Agreement or Clause 4.15 (Witholding taxes) of the Senior Secured Notes Indenture to the extent that such gross-up would result in the aggregate of the amounts of the proceeds of an enforcement of the Pledges applied by the beneficiary or beneficiaries (as the same may be) towards satisfaction of the Obligations and the Tax Payment Amount paid to the Swiss Federal Tax administration exceeding the maximum amount of its profits available for the distribution of dividends.

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9.		UNDERTAKINGS OF THE PLEDGOR
		Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to each of the Pledgees:
9.1		to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the GP Interests;
9.2		to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any change in the partners, the special contribution (Sondereinlage) of the Company or any encumbrance over the GP Interests (or part of them). In the case of any attachment (Pfändung) in respect of any of the GP Interests or any ancillary rights set out in sub-Clause 4.1, the Pledgor shall promptly notify the Pledgees, by notification in writing to the Collateral Agent, such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
9.3		to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, during the continuance of any of the circumstances which permit the Pledgees to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgees or, as the case may be, their proxy or any other person designated by the Pledgees, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 13.1, the Pledgees’ right to attend the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations or following the discontinuance of an Enforcement Event;
9.4		not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), any other party to become a general partner (Komplementär) of the Company and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder;
9.5		to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the GP Interests or the GP Interests ceasing to exist, unless permitted by the Pledgees, acting through the Collateral Agent;
9.6		not to change the articles of association with a view to stipulating certain requirements for

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		the effective transfer of the GP Interests in addition to the general legal requirements pursuant to German corporate law;
9.7		not to amend, or vote for any amendment of, the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgees created hereunder and, in particular but without limitation, not to amend, or vote of any amendment of, the relevant provisions of the articles of association relating to the distribution of profits and other pecuniary claims attributed to the GP Interests, the capital accounts and private accounts (Kapitalkonten und Privatkonten) without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld);
9.8		insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them), the Pledgor shall at the Collateral Agent’s reasonable request make such declarations and undertake such actions at the Pledgor’s costs and expenses; and
9.9		upon reasonable request of the Collateral Agent the Pledgor shall confirm or re-execute, if required in notarial form, on the same terms as contained herein the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledges.
10.		DELEGATION
		Subject to the First Lien Intercreditor Agreement, the Collateral Agent shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Collateral Agent shall only remain liable for diligently selecting and providing initial instructions to such delegate.
11.		INDEMNITY
		To the extent set out in the First Lien Intercreditor Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Collateral Agent, its agents, its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledges.

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12.		NO LIABILITY
		Except to the extent provided in the Principal Finance Documents, none of the Collateral Agent, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (xxxxx Fahrlässigkeit) by the Collateral Agent, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.
13.		DURATION AND INDEPENDENCE
13.1		This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledges shall not cease to exist, if any Grantor under the Credit Documents has only temporarily discharged the Obligations.
13.2		This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.
13.3		This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgees or the Collateral Agent. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.
13.4		Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.
14.		RELEASE OF PLEDGE (PFANDFREIGABE)
14.1		Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) and the other Pledgees will as soon as reasonably practicable declare in writing the release of the Pledges (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledges, due to their accessory nature (Akzessorietät) cease to exist by operation of German mandatory law.
14.2		At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Xxxx), more than temporarily exceeds 110% of the Obligations (the “Limit”), the Pledgees shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) and the

- 18 -

		other Pledgees may in their reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.
14.3		The Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) and the other Pledgees, acting through the Collateral Agent, will as soon as reasonably practicable declare in writing the release of the Pledges (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.
15.		PARTIAL INVALIDITY; WAIVER
15.1		If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.
15.2		No failure to exercise, nor any delay in exercising, on the part of the Pledgees, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.
15.3		In particular, the Pledges shall not be affected and shall in any event extend to any and all interests in the Company even if the nominal value of the Existing GP Interests as stated in Clause 2 are inaccurate or deviate from the actual facts.
16.		AMENDMENTS
		Changes and amendments to this Agreement including this Clause 16 shall be made in writing.
17.		NOTICES AND THEIR LANGUAGE
17.1		All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

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For the Pledgor:		SIG Reinag AG
		Address:		Xxxxxxxxxxx 00, XX-0000 Xxxxxxxxx xx Xxxxxxxxx, Xxxxxxxxxxx
		Fax:		x00 00 000 00 00
		Attention:		head of legal corporate
For the Pledgor with a copy to:
		Address:		c/o Rank Group Limited Xxxxx 0 000 Xxxx Xxxxxx XX Xxx 0000 Xxxxxxxx 0000 New Zealand
		Telephone:		x000 000 000
		Fax:		x000 0000 000
		Attention:		Xxxxx Xxxxxxx
For the Pledgees to the Collateral Agent:		The Bank of New York Mellon
		Address:		000 Xxxxxxx Xxxxxx, 0X Xxx Xxxx, X.X. 00000 Xxx Xxxxxx Xxxxxx of America
		Telephone:		x000 000 0000
		Fax:		x000 000 0000
		Attention:		International Corporate Trust

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

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		communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.
17.3		All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 17 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 17.
17.4		Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.
18.		NOTIFICATION
18.1		The Pledgor and the Pledgees hereby give notice of this Agreement and the Pledges of the rights pursuant to Clause 3 and Clause 4 of the Company.
18.2		The Company hereby acknowledges the notification pursuant to Clause 18.1 above.
19.		APPLICABLE LAW, JURISDICTION
19.1		This Agreement is governed by the laws of the Federal Republic of Germany.
19.2		The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the district court (Landgericht) in Frankfurt am Main. The Pledgees however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.
20.		CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)
20.1		The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

- 21 -

20.2		If the parties to this Agreement choose to conclude this Agreement pursuant to Clause 20.1 above, they will transmit the signed signature page(s) of this Agreement to the attention of Xx. Xxxxxxx Kropatscheck or Ms Xxxxxxx Xxx (Xxxxxxx.Xxxxxxxxxxxx@xxxxxxxxxxxxxx.xxx or Xxxxxxx.Xxx@xxxxxxxxxxxxxx.xxx, fax x00 0000 0000) (each a “Recipient”). The Agreement will be considered concluded once a Recipient has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).
20.3		For the purposes of this Clause 20 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, each Recipient will have no further duties connected with its position as Recipient. In particular, each Recipient may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SCHEDULE 1
LIST OF FINANCIAL INSTITUTIONS, CURRENT BORROWERS, CURRENT
GUARANTORS AND CURRENT SENIOR SECURED NOTE GUARANTORS

PART 1
LIST OF FINANCIAL INSTITUTIONS

1776 CLO I, Ltd

280 Funding I

ABS Loans 2007 Ltd

ACE TEMPEST LIFE REINSURANCE LIMITED

ACE TEMPEST REINSURANCE LTD

Adfam Investment Company LLC

AIG Bank Loan Fund Ltd

AIM FLOATING RATE FUND

ALPSTAR CLO I PUBLIC LTD CO

Altenberg Funding

American Hallmark Insurance Co of TX

AMMC CLO IV LIMITED

AMMC CLO V Ltd

AMMC VII LIMITED

Anchorage Crossover Credit Finance Ltd

Apostle Xxxxxx Xxxxxx Credit Opportunities Fund

Apostle Xxxxxx Xxxxxx Senior Loan Fund

Ares Enhanced Credit Opportunities

- 23 -

ARES ENHANCED LOAN INVESTMENT STRATEGY II LTD

Ares Enhanced Loan Investment Strategy III LTD

ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD

Ares European CLO II BV

ARES IIIR/IVR CLO LTD

ARES IIR CLO LTD.

Ares Institutional Loan Fund B.V.

ARES STRATEGIC INVESTMENT PARTNERS EUROPE B.V.

Ares VIII CLO LTD

Ares VIR CLO Ltd.

Ares VR CLO Ltd.

Ares X CLO Ltd

ARES XI CLO LTD

Ares XII CLO Ltd

Ariel Reinsurance Company Ltd

Atrium III

Atrium IV

ATRIUM V

Australia and New Zealand Banking Group Limited

Avalon Capital Ltd 3

AVOCA CLO III PLC

AVOCA CLO IX LTD

AVOCA CLO VI PLC

- 24 -

Babson Capital Loan Partners I XX

Xxxxxx CLO Ltd 2004-I

Babson CLO LTD 2004-II

BABSON CLO LTD 2005-I

Babson CLO Ltd 2006 II

Babson CLO Ltd 2006-I

BABSON CLO LTD 2007-I

Babson CLO LTD 2008 — II

Babson CLO LTD. 2005 — III

BABSON LOAN OPPORTUNITY CLO LTD

Banco Nacional De Mexico, S.A., Integrante Del Grupo Financiero Banamex

BARCLAYS BANK PLC

Battalion CLO 2007-I, Ltd.

Belhurst Clo Ltd

Belhurst Clo Ltd

XXXX ATLANTIC MASTER TRUST

BILL&MELINDA GATES FOUNDATION

Blackrock Debt Strategies Fund, Inc

Blackrock Defined Opportunity Credit Trust

Blackrock Diversified Income Strategies Fund (DVF)

Blackrock Floating Rate Income Trust

BlackRock Fltng Rate Income Strat Fd Inc

Blackrock Global Investment Series Income Strategies Portfolio

- 25 -

BlackRock Limited Duration Income Trust

Blackrock Senior Floating Rate Portfolio

BLACKROCK SENIOR HIGH INCOME FUND INC

Blackrock Senior Income Series

BLACKROCK SENIOR INCOME SERIES II

Blackrock Senior Income Series IV

Blackrock Senior Income Series V Limited

BLACKSTONE SPECIAL FUNDING IRELAND

BLT 18 LLC

BLT 2009-1Ltd

Blue Shield of California

BLUEBAY COF LOAN INVESTMENTS S.A.

Bluebay High Income Loan Investments (Luxembourg) SA

Board of Pensions of the Evangelical Lutheran Church in America

Boeing Company Employee Retirement Plans Master Trust Investment Control Pool

BOS INTERNATIONAL (AUSTRALIA) LTD

Brentwood CLO, LTD

Bridgeport CLO II Ltd.

BRIDGEPORT CLO LTD

Brigade Credit Fund II XX

Xxxxx University

California Public Employees Retirement System

Carlyle Credit Partners Financing I, Ltd.

- 26 -

CARLYLE HIGH YIELD PARTNERS IX, Ltd.

Carlyle High Yield Partners VI LTD

Carlyle High Yield Partners VII Ltd

Carlyle High Yield Partners VIII, Ltd

Carlyle High Yield Partners X, Ltd.

Carpenters Pension Trust Fund of St. Louis

Cascade Investment LLC

CASTLE GARDEN FUNDING

CAVALRY CLO I, LTD

CELF Loan Partners B.V

CELF LOAN PARTNERS II PLC

CELF LOAN PARTNERS III PLC

CELF LOW LEVERED PARTNERS PLC

CELF PARTNERSHIP LOAN FUNDING 2008 I

Cent CDO 10 Limited

Cent CDO 12 Limited

Cent CDO 14 Limited

CENT CDO 15 LIMTIED

Cent CDO XI Limited

CENTAURUS LOAN TRUST

Centurion CDO 8 Ltd

CENTURION CDO 9 LIMITED

Centurion CDO VI Ltd.

- 27 -

Centurion CDO VII Ltd

CFS WHOLESALE GLOBAL CORPORATE DEBT FUND

CHAMPLAIN CLO LTD

CHAMPLAIN CLO LTD

Chatham Light II CLO Ltd

Chelsea Park CLO Ltd

CHEYNE CREDIT OPPORTUNITIES CDO 1 BV

CHGO Loan Funding LTD

CIM VI LLC

Citibank (China) Co., Ltd.

Citibank, National Association

CITRON INVESTMENTS CORPORATION

CLEAR LAKE CLO LTD

CLYDESDALE CLO 2004 LTD

Clydesdale CLO 2005 Ltd

CLYDESDALE STRATEGIC CLO I LTD

Columbus Park CDO Ltd

Columbusnova CLO IV Ltd 2007 II

Commonwealth International Fixed Interest Fund 6

Commonwealth of Pennsylvania State Employees Retirement System

Confluent 2 Limited

Continental Casualty Company

COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A.

- 28 -

COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A.

CRATOS CLO I LTD

CREDIT SUISSE AG

CREDIT SUISSE INTERNATIONAL

Credit Suisse Loan Funding LLC

Credit Suisse Syndicated Loan Fund

Credos Floating Rate Fund, LP

CREF Bond Market Account

CSAM Funding I

CSAM Funding II

CSAM FUNDING IV

CUMBERLAND II CLO LTD

Delaware Corporate Bond Fund, a series of Delaware Group Income Funds

Delaware Extended Duration Bond Fund, a series of Delaware Group Income Funds

Delaware Group Advisor Funds-Delaware Diversified Income Fund

Delaware Group Limited Term — Government Funds — Delaware Limited — Term Diversified Income Fund

Delaware VIP Trust-Delaware VIP Diversified Income Series

Deutsche Bank AG New York Branch

DFR Middle Market CLO LTD

DIAMOND LAKE CLO LTD

Diversified Credit Portfolio Ltd

Doral Money Inc

- 29 -

XXXXXX IX SENIOR LOAN FUND 2005 PLC

XXXXXX VIII-LEVERAGED LOAN CDO 2005

Xxxxxx X — Euro CLO 2005 PLC

Xxxxxx XI Leveraged Loan CDO 2006

Xxxxxx XIV — Euro CLO 2006 PLC

XXXXXX XV EURO CLO 2006 PLC

Xxxxxx XVI — Leveraged Loan CDO 2006

Xxxxxx XXI Leveraged Loan CDO LLC

DWS Floating Rate Plus Fund

DWS Short Duration Plus Fund

DZ Bank AG

DZ BANK AG DEUTSCHE ZENTRALGENOSSENSCHAFTSBANK

XXXXX XXXXX CDO X PLC

Xxxxx Xxxxx Floating Rate Income Trust

Xxxxx Xxxxx Institutional Senior Loan Fund

Xxxxx Xxxxx Medallion Floating Rate Income Portfolio

Xxxxx Xxxxx Senior Floating Rate Trust

Xxxxx Xxxxx Senior Income Trust

Xxxxx Xxxxx VT Floating Rate Income Fund

Employers Insurance of Wausau

Fairway Loan Funding Company

Faraker Investment PTE Ltd

Fidelity Advisor Series I: Fidelity Advisor Floating Rate High Income Fund

- 30 -

FIFTH THIRD BANK

FIRST 2004-II CLO LTD

First Trust Four Corners Senior Floating Rate Income Fund

First Trust Four Corners Senior Floating Rate Income Fund II

FLAGSHIP CLO V

Flagship CLO VI

Flatiron CLO 2007-1 Ltd

Foothill CLO I Ltd

Fore CLO Ltd 2007-1

FORTIS FLEXI III SENIOR SECURED BANK LOAN FUND MOGLIANO

Franklin CLO V, Ltd

Franklin CLO VI, Limited

Franklin Floating Rate Daily Access Fund

FRANKLIN FLOATING RATE MASTER SERIES

Franklin Xxxxxxxxx Limited Duration Income Trust

Franklin Xxxxxxxxx Series II Funds-Franklin Floating Rate II Fund

Future Fund Board of Guardians

Galaxy V CLO Ltd

Galaxy VI CLO, Ltd.

GALAXY VII CLO LTD

Galaxy VIII CLO Ltd

GE Capital Commercial Inc

General Electric Pension Trust

- 31 -

XXXXXXXXX CLO PLC

GLOBAL CREDIT RETURN FUND N V

Global Loan Opportunity Fund BV

GMAM Group Pension Trust I

Golden Knight II CLO, Limited

GOLDENTREE CAPITAL OPPORTUNITIES LP

Goldentree Loan Opportunities III, Limited

Goldentree Loan Opportunities IV, Ltd.

Goldentree Loan Opportunities V Limited

Xxxxxxx Xxxxx Asset Mgmt CLO plc

Xxxxxxx Sachs Collective Trust High Yield Implementation Vehicle

Grand Central Asset Trust Cameron I Series

GRAND CENTRAL ASSET TRUST, ANC SERIES

Xxxxxxx & Co

GREEN PARK CDO BV

Greenbriar CLO Ltd

GSO CO INVESTMENT PARTNERS LLC

GSO DOMESTIC CAPITAL FUNDING LLC

GSO Royal Holdings CB LLC

Halcyon Loan Investors CLO I Ltd

Halcyon Loan Investors CLO II, Ltd.

HALCYON STR AM LS/SU 2007-3 Ltd.

Halcyon Structured Asset Management CLO I Ltd

- 32 -

Halcyon Structured Asset Management Long Secured/Short Unsecured 2007-2 Ltd

Halcyon Structured Asset Management Long Secured/Short Unsecured CLO 2006-I LTD

Halcyon Structured Asset Management Long Secured/Short Unsecured CLO 2007 Ltd

Harbourview CLO 2006-1

Harvest CLO II SA

Harvest CLO III Public Limited Company

Harvest CLO IV PLC

HARVEST CLO V PLC

Highlander Euro CDO BV

HIGHLANDER EURO CDO III B.V.

Hillmark Funding LTD.

Hiscox insurance Company Bermuda Ltd

HISCOX SYNDICATE 33

Xxxxxx Canyon Funding II Ltd

Hyde Park CDO BV

IAM National Pension Fund

Illinois State Board of Investment

ING International II — Senior Bank Loans Euro

ING INVESTMENT CLO II LTD

ING Investment Management CLO I Ltd

ING INVESTMENT MANAGEMENT CLO III, LTD

ING Investment Management CLO IV Ltd

ING INVESTMENT MANAGEMENT CLO V LTD

- 33 -

ING Investment Trust Co. Plan Employee Benefit Investment Funds — Senior Loan Fund

ING INVESTORS TRUST — ING X. XXXX PRICE CAPITAL APPRECIATION PORTFOLIO

ING Prime Rate Trust

ING Senior Income Fund By: ING Investments, LLC as its investment manager

Xxxxx River Insurance Company

Jersey Street CLO Ltd.

JHF II Multi Sector Bond Fund

Xxxx Xxxxxxx Fund II Floating Rate Income Fund

Xxxx Xxxxxxx Funds II — Spectrum Income Fund

Xxxx Xxxxxxx Trust — Capital Appreciation Value Trust

Xxxx Xxxxxxx Trust-Spectrum Income Trust

XX Xxxxxx Whitefriars Inc

JPMorgan Chase Retirement Plan

JRG Reinsurance Company, Ltd.

Koniginstrasse I S.A.R.L

LAURELIN BV

LAURELIN II B V

LeverageSource V S A.R.L

LIBERTY MUTUAL INSURANCE CO

Libra Global Limited

LIGHTPOINT PAN EUROPEAN CLO 2007 1 PLC

Limerock CLO I

Limerock CLO I

- 34 -

LLCP Loan Funding 2007

Loan Funding III LLC

Loan Funding IV LLC

Longhorn Credit Funding LLC

Xxxxxx Xxxxxx Leveraged Senior Loan Fund Ltd

Xxxxxx Xxxxxx Senior Loan Fund LLC

Lord Xxxxxx Invest Trust-Lord Xxxxxx Floating Rate Fund

Lucent Technologies Inc master Pension Trust

MACKAY XXXXXXX CORE PLUS ALPHA FUND LTD

MACKAY SHORT DURATION ALPHA FUND

MACQUARIE INCOME OPPORTUNITIES FUND

MACQUARIE MASTER DIVERSIFIED FIXED INTEREST FUND

Madison Park Funding I LTD

MADISON PARK FUNDING III LTD

MADISON PARK FUNDING IV LTD

MADISON PARK FUNDING V LTD

MADISON PARK FUNDING VI LTD

MAINSTAY FLOATING RATE FUND A SERIES OF ECLIPSE FUNDS INC

Mainstay VP Floating Rate Portfolio A Series of Mainstay VP Series Fund

Market Square CLO Ltd.

Marlborough Street CLO, Ltd.

Master Senior Floating Rate Trust

Maxim High Yield Bond Portfolio

- 35 -

Mayport CLO Ltd

Meadow Foundation Incorporated

MERCATOR CLO 2 PLC

MERCATOR CLO I PLC

MERCATOR CLO III LIMITED

Xxxxxxx Xxxxx Investment Managers Lp A/C Floating Rate Income Strategies Fund II Inc

MET Investors Series Trust-Pioneer Strategic Income Portfolio

MetLife Bank National Association

METROPOLITAN LIFE INSURANCE CO

MISSOURI STATE EMPLOYEES RETIREMENT SYSTEM

Mizuho Corporate Bank, Ltd.

Momentum Capital Fund, Ltd

Xxxxxx Xxxxxxx Investment Management Croton

XXXXXX XXXXXXX INVESTMENT MANAGEMENT GARDA B.V

Xxxxxx Xxxxxxx Prime Income Trust

MSIM Peconic Bay Ltd.

Mt Xxxxxx CLO Ltd

Mt. Xxxxxx CLO II, LTD

MUNICIPAL EMPLOYEES ANNUITY AND BENEFIT FUND OF CHICAGO (SYMPHONY)

Muzinich & Co (Ireland) Limited for the sub acct of Extrayield $ Loan Fund

NACM CLO I

NANTUCKET CLO I LTD

Xxxx Point CLO

- 36 -

NATIXIS COF I, LLC

Natixis Xxxxxx Xxxxxx Senior Loan Fund

NAUTIQUE FUNDING LTD

NAVIGARE FUNDING I CLO LTD.

Navigare Funding II CLO, Ltd.

Navigare Funding III CLO, Ltd

Navigator CDO 2005 Ltd

Navigator CDO 2006 Ltd.

NCM GT 2008-1 LLC

NCRAM Loan Trust

NCRAM SENIOR LOAN TRUST 2005

Neptune Finance CCS, LTD.

NEW YORK LIFE INSURANCE & ANNUITY CORP.

New York Life Insurance (Guaranteed Products)

New York Life Insurance Company, GP-Portable Alpha

Nexum Loan SICAV — Nordic Loan Fund II

Nexum Loans SICAV

Nomura Bond & Loan Fund

North Dakota State Investment Board

NORTHWOOD CAPITAL V LTD

Northwoods Capital IV Ltd

Northwoods Capital VI Limited

Northwoods Capital VII, Limited

- 37 -

NORTHWOODS CAPITAL VIII LIMITED

Nuveen Diversified Dividend & Income Fund

Nuveen Floating Rate Income Fund

Nuveen Floating Rate Income Opportunity Fund

Nuveen Senior Income Fund

Nuveen Tax-Advantage Total Return Strategy Fund

NYLIM FLATIRON CLO 2005-1 LTD

Nylim Flatiron CLO 2006-1 Ltd.

NYLIM INSTITUTIONAL FLOATING RATE FUND L.P

Oak Hill Credit Opportunities Financing, Ltd.

Oak Hill Credit Partners III Limited

Oak Hill Credit Partners IV Ltd

Oak HIll Credit Partners V Limited

OAK HILL EUROPEAN CREDIT PARTNERS I PLC

OAK HILL EUROPEAN CREDIT PARTNERS II PLC

OCA Brigade Credit Fund LLC

Ocean Trails CLO I

Ocean Trails CLO II

OHA Finlandia Credit Fund

OHA Park Avenue CLO I

Olympic Park Ltd

Xxxxxxxxxxx Master Loan Fund LLC

Xxxxxxxxxxx Senior Floating Rate Fund

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OPPIDA INVESTMENTS LTD

Oregon Public Employee Ret Fund

PACIFIC LIFE INSURANCE CO

Penn Series Funds Inc Flexibility Managed Fund

Phoenix Edge Series Fund: Phoenix Multi-Sector Short Term Bond Series

Phoneix Edge Series Fund: Phoenix Strategic Allocation Series

Pimco Cayman Bank Loan Fund

PIMCO LOAN OPPORTUNITIES FUND I LP

PIMCO LOAN OPPORTUNITIES FUND I LP

Pioneer Diversified High Income Trust

Pioneer Floating Rate Fund

PIONEER FLOATING RATE TRUST

PIONEER GLOBAL HIGH YIELD FUND

Pioneer High Yield Fund

Pioneer Strategic Income Fund

Pioneer Strategic Income VCT Portfolio

Portola CLO Ltd

PPM America Inc a/c PPM Monarch Bay Funding LLC

Prudential Bank Loan Fund of the Prudential Trust Company Collective Trust

Xxxxxx Floating Rate Income Fund

XXXXXX High Yield Advantage Fund

XXXXXX HIGH YIELD TRUST

Putnam Variable Trust PVT High Yield Fund

- 39 -

Qualcomm Global Trading, Inc.

Race Point III CLO

RACE POINT IV CLO LTD

Red River CLO, Ltd.

Regents Park CDO BV

Republic Loan Funding Ltd

Ridgeworth Funds Seix Floating Rate High Income Fund

RIVERSIDE PARK CLO LTD

Riversource Bond Series, Inc-Riversource Floating Rate Fund

RiverSource Strategic Allocation Series, Inc. — RIVERSOURCE INSTITUTIONAL LEVERAGED LOAN FUND II, LP

RiverSource Strategic Allocation Series, Inc. — RiverSource Strategic Income Allocation Fund

Rochdale Fixed Income Opportunities Portfolio

San Xxxxxxx County Employees’ Retirement Association

Sapphire Valley CDO I Ltd

Saratoga CLO I Limited

Saratoga CLO I Limited

Schiller Park CLO, LTD

SEARS HOLDINGS PENSION PLAN

SEI Institutional Investment Trust — High Yield Bond Fund (Brigade)

SEI Institutional Investments Trust Enhanced Libor Opportunities Fund

SEI INSTITUTIONAL INVESTMENTS TRUST ENHANCED LIBOR OPPORTUNITIES FUND

SEI INSTITUTIONAL MANAGED TRUST — HIGH YIELD BOND FUND

- 40 -

Senior Debt Portfolio

Senior Loan Portfolio

SERVES 2006-1 LTD

Silverado CLO 2006-II Ltd

Southport CLO Ltd

SSS Funding II LLC

St Xxxxx Xxxx CDO BV

St. Xxxxx River CLO LTD

State Retirement and Pension System of Maryland

Stellar Performer Global Series W — Global Credit

STICHTING DEPOSITARY APG FIXED INCOME CREDIT POOL

Stichting Pensioenfonds Medische Specialisten

STICHTING PENSIOENFONDS VOOR HUISARTEN

Stone Harbor Leveraged Loan Portfolio

Stone Harbor Libor Total Return Fund

Stone Harbor Sterling Core Plus Bond Fund

Stone Tower Credit Funding I Ltd

Xxxxxx Xxxx Funding I LTD

Sumitomo Mitsui Banking Corp

Sumitomo Mitsui Banking Corp

Summer Hill Fixed Income AG LLC

SUMMIT LAKE CLO LTD

Sun America Senior Floating Rate Fund Inc

- 41 -

Sun Life Assurance Company of Canada

Sunsuper Pooled Superannuation Trust

Symetra Life Insurance Company

T Xxxx Price Capital Appreciation Fund

T Xxxx Price Institutional Common Trust Fund — T Xxxx Price Capital Appreciation Trust

T Xxxx Price Institutional Floating Rate Fund

X. Xxxx Price Institutional High Yield Fund Inc

Xxxxxxxx Foundation Inc

TCW CREDIT OPPORTUNITIES FUND I B LP

TCW Credit Opportunities Fund, L.P.

TCW SENIOR SECURED FLOATING RATE LOAN FUND LP

TCW Senior Secured Loan Fund LP

TEACHERS INSURANCE & ANNUITY ASSOCIATION OF AMERICA

TEACHERS RETIREMENT SYSTEM OF LOUISIANA (XXXXXXXX-HIGH YIELD ACCOUNT)

Texas Prepaid Higher Education Tuition Board

TFP Royal Issuer LLC

The President and Trustees of Xxxxxxxx College

TIAA-CREF BOND PLUS FUND

TRIBECA PARK CLO LTD

TRS HY FNDS LLC

Trustees of the University of Pennsylvania

TRUSTMARK INSURANCE COMPANY

- 42 -

U.A.I. (LUXEMBOURG) INVESTMENT SARL

UBS (UK) Pension and Life Assurance Scheme

UMC Benefit Board Inc

United America Idemnity, LTD

Xxx Xxxxxx Dynamic Credit Opportunities Fund

XXX XXXXXX SENIOR INCOME TRUST

Xxx Xxxxxx Senior Loan Fund

VELOCITY CLO LTD

VERMONT PENSION INVESTMENT COMMITTEE

Xxxxxxxx Xxxxxx Marital Trust

VICTORIA FALLS CLO, LTD

Virginia Retirement System

Virtus Multi-Sector Fixed Income Fund

Virtus Mult-Sector Short Term Bond Fund

Virtus Senior Floating Rate Fund

Vitesse CLO Ltd

WASATCH CLO LTD

WASATCH CLO LTD

Waterfront CLO 2007-1, Ltd

Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Opportunistic Investment Portfolio

Wellington Trust Company, National Association Multiple Common Trust Funds Trust-Opportunistic Fixed Income Allocation Portfolio

West Bend Mutual Insurance Company

- 43 -

WESTEN ASSET FLOATING RATE HIGH INCOME FUND LLC

WESTERN ASSET LEVERED LOAN OPPORTUNITY FUND LTD

WESTPAC BANKING CORP

WG Horizons CLO I

WHITEHORSE III LTD

Wilmington Trust (London) Limited

Wind River Reinsurance Company, LTD

Windmill CLO I Limited

ZODIAC FUND XXXXXX XXXXXXX US SENIOR LAON FUND

- 44 -

PART 2
THE CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Xxxxxxxx Consumer Products Holdings Inc.

Xxxxxxxx Group Holdings Inc.

PART 3
THE CURRENT GUARANTORS

SIG Holdings (UK) Limited (England and Wales)

SIG Combibloc Limited (England and Wales)

SIG Euro Holding AG & Co. KGaA (Germany)

SIG Beverages Germany GmbH (Germany)

SIG Combibloc Holding GmbH (Germany)

SIG Vietnam Beteiligungs GmbH (Germany)

SIG Combibloc GmbH (Germany)

SIG Combibloc Systems GmbH (Germany)

SIG Combibloc Zerspanungstechnik GmbH (Germany)

SIG Information Technology GmbH (Germany)

SIG International Services GmbH (Germany)

SIG Asset Holdings Ltd. (Guernsey)

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

- 45 -

Beverage Packaging Holdings (Luxembourg) III S.à x.x. (Luxembourg)

SIG Finance (Luxembourg) S.à x.x. (Luxembourg)

Xxxxxxxx Group Holdings Limited (New Zealand)

SIG Combibloc Group AG (Switzerland)

SIG Finanz AG (Switzerland)

SIG Technology AG (Switzerland)

SIG allCap AG (Switzerland)

SIG Combibloc (Schweiz) AG (Switzerland)

SIG Schweizerische Industrie-Gesellschaft AG (Switzerland)

SIG Combibloc Procurement AG (Switzerland)

SIG Reinag AG (Switzerland)

SIG Combibloc Ltd. (Thailand)

SIG Holding USA Inc. (USA)

SIG Combibloc Inc. (USA)

Xxxxxxxx Group Holdings Inc. (USA)

Xxxxxxxx Group Issuer Inc. (USA)

Xxxxxxxx Group Issuer LLC (USA)

Closure Systems International (Brazil) Sistemas de Vedação Ltda (Brazil)

CSI Latin American Holdings Corporation (BVI)

Closure Systems International (Canada) Limited (Canada)

CSI Closure Systems Manufacturing de Centro America, S.R.L. (Costa Rica)

Closure Systems International (UK) Limited (England and Wales)

Xxxxxxxx Consumer Products (UK) Limited (England and Wales)

- 46 -

Xxxxxxxx Subco (UK) Limited (England and Wales)

Closure Systems International Holdings (Germany) GmbH (Germany)

Closure Systems International Deutschland GmbH (Germany)

Closure Systems International Holdings (Hungary) Kft. (Hungary)

CSI Hungary Gyártó és Kereskedelmi Kft. (Hungary)

Closure Systems International Holdings (Japan) KK (Japan)

Closure Systems International Japan, Limited (Japan)

Closure Systems International (Luxembourg) S.à x.x. (Luxembourg)

Xxxxxxxx Consumer Products (Luxembourg) S.à x.x. (Luxembourg)

Xxxxxxxx Group Issuer (Luxembourg) S.A. (Luxembourg)

Bienes Industriales del Norte S.A. de C.V. (Mexico)

CSI en Ensenada, S. de X.X. de C.V. (Mexico)

CSI en Saltillo, S. de X.X. de C.V. (Mexico)

CSI Tecniservicio, S. de X.X. de C.V. (Mexico)

Grupo CSI de Mexico, S. de X.X. de C.V. (Mexico)

Tecnicos de Tapas Innovativas S.A. de C.V. (Mexico)

Closure Systems International B.V. (The Netherlands)

Xxxxxxxx Consumer Products International B.V. (The Netherlands)

Closure Systems International Holdings Inc. (Delaware, USA)

Closure Systems International Inc. (Delaware, USA)

Xxxxxxxx Packaging Machinery Inc. (Delaware, USA)

Closure Systems Mexico Holdings LLC (Delaware, USA)

CSI Mexico LLC (Delaware, USA)

- 47 -

Southern Plastics, Inc. (Louisiana, USA)

CSI Sales & Technical Services Inc. (Delaware, USA)

Xxxxxxxx Consumer Products Holdings Inc. (Delaware, USA)

Bakers Choice Products, Inc. (Delaware, USA)

Xxxxxxxx Consumer Products Inc. (Delaware, USA)

Xxxxxxxx Foil Inc. (Delaware, USA)

Xxxxxxxx Services Inc. (Delaware, USA)

- 48 -

PART 4
THE CURRENT SENIOR SECURED NOTE GUARANTORS

SIG Holdings (UK) Limited (England and Wales)

SIG Combibloc Limited (England and Wales)

SIG Euro Holding AG & Co. KGaA (Germany)

SIG Beverages Germany GmbH (Germany)

SIG Combibloc Holding GmbH (Germany)

SIG Vietnam Beteiligungs GmbH (Germany)

SIG Combibloc GmbH (Germany)

SIG Combibloc Systems GmbH (Germany)

SIG Combibloc Zerspanungstechnik GmbH (Germany)

SIG Information Technology GmbH (Germany)

SIG International Services GmbH (Germany)

SIG Asset Holdings Ltd. (Guernsey)

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

Beverage Packaging Holdings (Luxembourg) III S.à x.x. (Luxembourg)

SIG Finance (Luxembourg) S.à x.x. (Luxembourg)

Xxxxxxxx Group Holdings Limited (New Zealand)

SIG Combibloc Group AG (Switzerland)

SIG Finanz AG (Switzerland)

SIG Technology AG (Switzerland)

SIG allCap AG (Switzerland)

SIG Combibloc (Schweiz) AG (Switzerland)

SIG Schweizerische Industrie-Gesellschaft AG (Switzerland)

- 49 -

SIG Combibloc Procurement AG (Switzerland)

SIG Reinag AG (Switzerland)

SIG Combibloc Ltd. (Thailand)

SIG Holding USA Inc. (USA)

SIG Combibloc Inc. (USA)

Xxxxxxxx Group Holdings Inc. (USA)

Xxxxxxxx Group Issuer Inc. (USA)

Xxxxxxxx Group Issuer LLC (USA)

Closure Systems International (Brazil) Sistemas de Vedação Ltda (Brazil)

CSI Latin American Holdings Corporation (BVI)

Closure Systems International (Canada) Limited (Canada)

CSI Closure Systems Manufacturing de Centro America, S.R.L. (Costa Rica)

Closure Systems International (UK) Limited (England and Wales)

Xxxxxxxx Consumer Products (UK) Limited (England and Wales)

Xxxxxxxx Subco (UK) Limited (England and Wales)

Closure Systems International Holdings (Germany) GmbH (Germany)

Closure Systems International Deutschland GmbH (Germany)

Closure Systems International Holdings (Hungary) Kft. (Hungary)

CSI Hungary Gyártó és Kereskedelmi Kft. (Hungary)

Closure Systems International Holdings (Japan) KK (Japan)

Closure Systems International Japan, Limited (Japan)

Closure Systems International (Luxembourg) S.à x.x. (Luxembourg)

Xxxxxxxx Consumer Products (Luxembourg) S.à x.x. (Luxembourg)

Xxxxxxxx Group Issuer (Luxembourg) S.A. (Luxembourg)

Bienes Industriales del Norte S.A. de C.V. (Mexico)

- 50 -

CSI en Ensenada, S. de X.X. de C.V. (Mexico)

CSI en Saltillo, S. de X.X. de C.V. (Mexico)

CSI Tecniservicio, S. de X.X. de C.V. (Mexico)

Grupo CSI de Mexico, S. de X.X. de C.V. (Mexico)

Tecnicos de Tapas Innovativas S.A. de C.V. (Mexico)

Closure Systems International B.V. (The Netherlands)

Xxxxxxxx Consumer Products International B.V. (The Netherlands)

Closure Systems International Holdings Inc. (Delaware, USA)

Closure Systems International Inc. (Delaware, USA)

Xxxxxxxx Packaging Machinery Inc. (Delaware, USA)

Closure Systems Mexico Holdings LLC (Delaware, USA)

CSI Mexico LLC (Delaware, USA)

Southern Plastics, Inc. (Louisiana, USA)

CSI Sales & Technical Services Inc. (Delaware, USA)

Xxxxxxxx Consumer Products Holdings Inc. (Delaware, USA)

Bakers Choice Products, Inc. (Delaware, USA)

Xxxxxxxx Consumer Products Inc. (Delaware, USA)

Xxxxxxxx Foil Inc. (Delaware, USA)

Xxxxxxxx Services Inc. (Delaware, USA)

- 51 -

SCHEDULE 2
COPY OF APPROVAL AND CONSENT

Information was provided in pdf format only

- 52 -

SIGNATURE PAGES

This Partnership Interest Pledge Agreement has been entered into on the date stated at the beginning by

SIG Reinag AG

as Pledgor

By:	/s/ Xxxxxx Xxxx			By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxxx Xxxx			Name:	Xxxxx Xxxxxxx
	Title:	Authorised Signatory			Title:	Authorised Signatory

The Bank of New York Mellon

as Collateral Agent and as Original Pledgee on its own behalf and on behalf of the parties listed in Part 1 of Schedule 1 hereto under a power of attorney contained in Clause 4.08 of the First Lien Intercreditor Agreement

By:	/s/ Maskim Xxxxxx			By:
	Name:	Maskim Xxxxxx			Name:
	Title:	Assistant Treasurer			Title:

Acknowledged and agreed

SIG Euro Holding AG & Co. KGaA acting through its general partner (Komplementär) SIG Reinag AG

By:	/s/ Xxxxxx Xxxx			By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxxx Xxxx			Name:	Xxxxx Xxxxxxx
	Title:	Authorised Signatory			Title:	Authorised Signatory

- 53 -