EX-2.42 45 a242rpi-canadianpledgeamen.htm EXHIBIT 2.42 Exhibit


EXECUTION COPY
AMENDING AGREEMENT NO. 2 TO
CANADIAN PLEDGE AGREEMENT
(REYNOLDS PACKAGING INTERNATIONAL My.)
TO:
The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and its successors, permitted transferees and permitted assigns, the “Collateral Agent”) on behalf of and for the benefit of itself and the other Secured Parties
FROM:
Reynolds Packaging International B.V. (the “Pledger”)
DATED:    As of the 28th day of April, 2011.
WHEREAS:
(A)
The Pledgor granted the Collateral Agent a Canadian pledge agreement dated as of September 1, 2010, as amended by Amending Agreement No. 1 dated as of the 28th day of April, 2011 (the “Canadian Pledge Agreement”);
(B)
The Pledgor has recently disposed of all of its shares in Closure Systems International (Canada) Limited (the “Closure Canada Shares”);
(C)
The Pledgor has recently acquired further shares of Reynolds Food Packaging Canada Inc. (the “Reynolds Canada Shares”) and is therefore obligated to provide the Collateral Agent with an amended/updated Attachment 1 to the Canadian Pledge Agreement; and
(D)
The Pledgor and the Collateral Agent have agreed to amend time Canadian Pledge Agreement by, inter alio, updating/amending the existing Attachment 1 (the “Old Attachment I”) to the Canadian Pledge Agreement to reflect the disposition of the Closure Canada Shares and the addition of the Reynolds Canada Shares;
NOW THEREFORE in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor covenants and agrees in favour of the Collateral Agent as follows;
Article I
AMENDMENTS
Section 1.1    Canadian Pledge Agreement Amendments. As of and with effect from the date hereof, the Canadian Pledge Agreement shall be amended as follows:
(1)
the Old Attachment I attached to the Canadian Pledge Agreement is deleted and replaced by the updated Attachment I (the “Updated Attachment 1”) attached as Schedule A to this Amending Agreement No. 2; and
(2)
the use of the term “Attachment 1” in the Canadian Pledge Agreement (as amended, extended, novated, restated, replaced, supplemented or otherwise modified from time to time) shall mean the Updated Attachment I as the same may be amended, extended, novated, restated, replaced, supplemented or otherwise updated from time to time.
ARTICLE II    
MISCELLANEOUS
Section 2.1    Continuing Effect. The parties hereby confirm the terms of the Canadian Pledge Agreement which continues in full force and effect as amended by the terms of this Amending Agreement No. 2. The Canadian Pledge Agreement and this Amending Agreement No. 2 shall hereafter be read and construed as one instrument
Section 2.2    Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Canadian Pledge Agreement
Section 2.3    Governing Law and Jurisdiction. This Amending Agreement No. 2 shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
[SIGNATURE PAGE FOLLOWS]

DATED as of the date first set forth above.
Signed for and on behalf of
REYNOLDS PACKAGING
INTERNATIONAL B.V. by
Name:
CINDI LEFARI
Title:   
Authorized Signatory


SCHEDULE A
See attached.

ATTACHMENT 1 to
Canadian Pledge Agreement (Reynolds Packaging International R.V.)
Item A. Pledged Shares
Pledged Share Issuer
Number of Shares Owned
Number of Shares Pledged
% of Shares Pledged of All Outstanding Shares
Represented by Share Certificate No.
REYNOLDS FOOD PACKAGING CANADA INC.
6,986,001
6,986,001
100
C-1
1,000
1,000
C-2


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