SIG COMBIBLOC GROUP AG, SIG EURO HOLDING AG & CO. KGAA, SIG COMBIBLOC SYSTEMS GMBH, SIG COMBIBLOC HOLDING GMBH, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH and CLOSURE SYSTEMS INTERNATIONAL B.V. as Pledgors and THE BANK OF NEW YORK MELLON as...

EXHIBIT 4.196

SIG COMBIBLOC GROUP AG, SIG EURO HOLDING AG & CO. KGAA, SIG
COMBIBLOC SYSTEMS GMBH, SIG COMBIBLOC HOLDING GMBH, CLOSURE
SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH

and

CLOSURE SYSTEMS INTERNATIONAL B.V.

as Pledgors

and

THE BANK OF NEW YORK MELLON

as Collateral Agent

and

OTHERS

CONFIRMATION AND AMENDMENT AGREEMENT

(Bestätigungs- und Änderungsvertrag)
relating to certain notarial share pledge agreements entered in
connection with a USD 1,155,000,000 and EUR 330,000,000 multi-
currency term and revolving credit agreement dated 5 November
2009 and a senior secured note indenture in respect of senior secured
notes due 2016 in the aggregate principal amount of USD
1,125,000,000 dated 5 November 2009

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		8
2. Confirmation and Amendments		10
3. Continuity and further Assurance		13
4. Notification		14
5. Partial Invalidity		14
6. Amendments		14
7. Applicable law; Jurisdiction		14
Schedule 1 List of Financial Institutions		16
Schedule 2 List of Current Borrowers, Current Guarantors, Current Senior Secured Note Guarantors		37
Part 1 The Current Borrowers		37
Part 2 The Current Guarantors		37
Part 3 The Current Senior Secured Note Guarantors		40

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Deed Register No. / .

R e c o r d e d

in Frankfurt am Main, on this 4^th day of May, 2010.

Before me, the undersigning
Xx. Xxxxx X. Xxxxxxx,
civil law notary
with offices in Frankfurt/Main

appeared today:

1.		Xx. Xxxxx X. Xxxxxx, born 5 February 1975, with business address at Debevoise & Xxxxxxxx LLP, Taubenstrabe 7-9, 60313 Frankfurt/Main.

		Deponent No. 1 stated that in the following he would not act for himself but in the name and on behalf of

	a)		Closure Systems International B.V., with its business address at Xxxxxxxxxxxxxxxxx 000, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, registered in the Commercial Register under registration number 34291082,

			acting based upon a power of attorney dated 22 April 2010, a certified copy of which is attached hereto as appendix A.a;

	b)		Closure Systems International Holdings (Germany) GmbH, with its business address at Xxxxxxx Xxxxxx 000, 00000 Xxxxx, Xxxxxxx, registered in the Commercial Register at the Local Court of Mainz under HRB 41388,

			acting based upon a power of attorney issued in two counterparts each dated 29 April 2010, a certified copy of which is attached hereto as appendix A.b;

	c)		Closure Systems International Holdings (Germany) GmbH, with its business address at Xxxxxxx Xxxxxx 000, 00000 Xxxxx, Xxxxxxx, registered in the Commercial Register at the Local Court of Mainz under HRB 10054,

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			acting based upon a power of attorney dated 26 April 2010, a certified copy of which is attached hereto as appendix A.c;

	d)		SIG Combibloc Group AG, with its business address at Xxxxxxxxxxx 00, XX- 0000 Xxxxxxxxx xx Xxxxxxxxx, Xxxxxxxxxxx, registered in the Commercial Register of the canton Schaffhausen under registration number CH-290.3.004.149-2,

			acting based upon a power of attorney dated 29 April 2010, a certified copy of which is attached hereto as appendix A.d;

	e)		SIG Euro Holding AG & Co. KG aA, with its business address at Xxxxxxxxx 00, 00000 Xxxxxxx, Xxxxxxx, registered in the Commercial Register at the Local Court of Xxxxx under HRB 5754,

			acting based upon a power of attorney dated 29 April 2010, a certified copy of which is attached hereto as appendix A.e;

	f)		SIG Combibloc Systems GmbH, with its business address at Xxxxxxxxx 00, 00000 Xxxxxxx, Xxxxxxx, registered in the Commercial Register at the Local Court of Xxxxx under HRB 3935,

			acting based upon a power of attorney dated 23 April 2010, a certified copy of which is attached hereto as appendix A.f;

	g)		SIG Combibloc Holding GmbH, with its business address at Xxxxxxxxx 00, 00000 Xxxxxxx, Xxxxxxx, registered in the Commercial Register at the Local Court of Xxxxx under HRB 5751,

			acting based upon a power of attorney issued in two counterparts each dated 23 April 2010, a certified copy of which is attached hereto as appendix A.g;

	h)		SIG Combibloc GmbH, with its business address at Xxxxxxxxx 00, 00000 Xxxxxxx, Xxxxxxx, registered in the Commercial Register at the Local Court of Xxxxx under HRB 5182,

			acting based upon a power of attorney dated 26 April 2010, a certified copy of which is attached hereto as appendix A.h;

	i)		SIG Beverages Germany GmbH, with its business address at Xxxxxxxxxx Xxxxxx 0, 00000 Xxxxxxxx-Xxxxxxx, Xxxxxxx, registered in the Commercial Register at the Local Court of Freiburg x.Xx. under HRB 702482,

			acting based upon a power of attorney dated 23 April 2010, a certified copy of which is attached hereto as appendix A.i;

	j)		SIG Combibloc Zerspanungstechnik GmbH, with its business address at Xxxxxxxxxx-xxxxxx 0-00, 00000 Xxxxxx, Xxxxxxx, registered in the Commercial Register at the Local Court of Aachen under HRB 3814,

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			acting based upon a power of attorney dated 23 April 2010, a certified copy of which is attached hereto as appendix A.j;

	k)		SIG International Services GmbH, with its business address at Xxxxxxxxx 00, 00000 Xxxxxxx, Xxxxxxx, registered in the Commercial Register at the Local Court of Xxxxx under HRB 3925,

			acting based upon a power of attorney issued in two counterparts dated 23 and 26 April 2010, respectively, a certified copy of which is attached hereto as appendix A.k;

	l)		SIG Information Technology GmbH, with its business address at Xxxxxxxxx 00, 00000 Xxxxxxx, Xxxxxxx, registered in the Commercial Register at the Local Court of Xxxxx under HRB 4050,

			acting based upon a power of attorney dated 26 April 2010, a certified copy of which is attached hereto as appendix A.l;

	m)		SIG Vietnam Beteiligungs GmbH, with its business address at Xxxxxxxxxx Xxxxxx 0, 00000 Xxxxxxxx-Xxxxxxx, Xxxxxxx, registered in the Commercial Register at the Local Court of Freiburg x.Xx. under HRB 621587,

			acting based upon a power of attorney issued in two counterparts each dated 23 April 2010, a certified copy of which is attached hereto as appendix A.m;

2.		Xx. Xxxxx Xxxxxxxxx, born 12 October 1951, with business address at The Bank of New York Mellon, Bockenheimer Landstraße 24, 60323 Frankfurt/Main.

		Deponent No. 2. stated that in the following he would not act for himself but in the name and on behalf of

	a)		The Bank of New York Mellon, a banking corporation incorporated under the laws of the State of New York, having its registered office at Xxx Xxxx Xxxxxx, Xxx Xxxx, X.X. 00000, Xxxxxx Xxxxxx of America,

			acting based upon a power of attorney dated 3 May 2010, a faxed copy of which is attached hereto as appendix B;

and in the name and on behalf of

	b)		The financial institutions listed in Schedule 1 (List of Financial Institutions) hereto

			acting on the basis of powers of attorney granted to the Bank of New York Mellon in the First Lien Intercreditor Agreement (as defined in clause 2.1 (b) and (c) below) and/or in assignment and acceptance of additional bank secured party acknowledgements relating to the Original Credit Agreement (as defined in Recital (A) below) and delegated by the Bank of New York Mellon to deponent No. 2 in the document attached as appendix B.

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The notary advised the deponents that the parties hereto have to be designated in such a way that their identity is beyond reasonable doubt. The deponents declared that they are not able at the moment to identify the parties listed in Schedule 1 in more detail and asked the notary to specify the parties as set out in this deed.

In the case a certified copy of the power of attorney is attached to this deed, the original was presented to the notary. In the case only a faxed copy is attached, originals shall be provided to the notary in due course. Certified copies thereof shall be sealed to the present deed.

The proxies do not assume any liability as to the validity or the scope of the powers of attorney presented. The notary advised the deponents that he is obliged to verify the powers of representation of the deponents and to examine the documents presented with respect to a proof of such powers. After a discussion of the documentation presented today and promised to be submitted in due course, the deponents declared that they did not wish any further proof of their power of representation. In particular, all parties do not deem it expedient that a copy of the First Lien Intercreditor Agreement and of the relevant assignment and acceptance or additional bank secured party acknowledgments be presented and attached to this deed as further evidence for the due representation of the parties listed in Schedule 1 and asked the notary to continue with the notarisation.

Both deponents identified themselves to the notary by submission of valid official identification documents.

The notary asked the deponents regarding a prior involvement according to sec. 3 para. 1 sent. 1 no. 7 of the German Notarisation Act (Beurkundungsgesetz). After having been instructed by the notary the deponents and the notary answered this question in the negative.

The deponents requested the notary to notarise this deed in the English language for the convenience of the parties represented by them and confirmed that they are in adequate command of the English language. The notary declared that he is in adequate command of the English language as well.

With a view to the Confirmation and Amendment Agreement concluded hereinafter, the deponents make reference to (verweisen au’) deed no. 1186/2009-S of the notary Xx. Xxxxxxxxxx with offices in Frankfurt/Main, dated 5 November 2009 and containing the Share Pledge Agreements (as defined below) in its Attachments 3 to 8 (the “Reference Deed”). The original of the Reference Deed was presented to the deponents by the notary. The deponents declared that they are aware of the content of the Reference Deed and that they waive their right to have the Reference Deed read aloud to them and to have it attached to this deed. The persons appeared stated that the Reference Deed is hereby incorporated into this Deed as though recorded herein and it hereby constitutes an integral part of this Agreement.

The deponents, acting as aforesaid, then requested the notary to notarise the following:

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This NOTARIAL CONFIRMATION AND AMENDMENT AGREEMENT (the “Agreement”) is made on 4 May 2010

BETWEEN:

(1)		SIG COMBIBLOC GROUP AG, registered in the commercial register (Handelsregister) of the Canton of Schaffhausen under the federal register number CH-290.3.004.149-2;

(2)		SIG EURO HOLDING AG & CO. KGAA, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Xxxxx under HRB 5754;

(3)		CLOSURE SYSTEMS INTERNATIONAL B.V., registered under registration number 34291082 with the Chamber of Commerce of the Netherlands;

(4)		SIG COMBIBLOC SYSTEMS GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Xxxxx under HRB 3935;

(5)		SIG COMBIBLOC HOLDING GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Xxxxx under HRB 5751;

(6)		CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz under HRB 41388;

(7)		SIG COMBIBLOC GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Xxxxx under HRB 5182;

(8)		SIG BEVERAGES GERMANY GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Freiburg i. Br. under HRB 702482;

(9)		SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Aachen under HRB 3814;

(10)		SIG INTERNATIONAL SERVICES GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Xxxxx under HRB 3925;

(11)		SIG INFORMATION TECHNOLOGY GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Xxxxx under HRB 4050;

(12)		SIG VIETNAM BETEILIGUNGS GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Freiburg x.Xx. under HRB 621587;

(13)		CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH, registered in the

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		commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz under HRB 10054;

(14)		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 collateral agent for the Secured Parties (as defined below) under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent”); and

(15)		the institutions, listed in 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 Amended Credit Agreement (as defined below) and the indenture trustee under the Senior Secured Note Indenture (as defined below);

(the companies named in (1) to (6) are hereinafter referred to as the “Pledgors” and each of them a “Pledgor”, the parties named to in (14) and (15) are hereinafter referred to as the “Current Pledgees”, the companies referred to in (4) to (13) are hereinafter referred to as the “Companies” and each of them as “Company”).

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 (as amended by an amendment agreement dated 21 January 2010) between, inter alia, the parties listed in Part 1 of Schedule 2 hereto as current borrowers (the “Current Borrowers”), the parties listed in Part 2 of Schedule 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG, Cayman Island branch (formerly Credit Suisse, Cayman Island branch) as administrative agent and others (the “Original 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 Original 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 3 of Schedule 2 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, collateral agent and registrar, (as amended, varied, novated, supplemented, superseded 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

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		noteholders.

(C)		Pursuant to the Original Credit Agreement and the Senior Secured Note Indenture the Pledgors have entered into the Share Pledge Agreements (as defined below).

(D)		Pursuant to an amendment No. 2 and incremental term loan assumption agreement relating to the Original Credit Agreement dated on or about the date of this Agreement between, inter alia, the Current Borrowers, the Current Guarantors, Credit Suisse AG, Cayman Island branch (formerly Credit Suisse, Cayman Island branch) as administrative agent and others (the “Amendment No. 2 and Incremental Term Loan Assumption Agreement”) the Original Credit Agreement has been amended (the “Amended Credit Agreement”) to, inter alia, increase the incremental term facilities from an amount of USD 400,000,000 to an amount of USD 1,550,000,000 (of which USD 800,000,000 were committed by certain incremental term lenders), extend the final maturity of the U.S. term loans made available thereunder to 5 May 2016 and to adjust the repayment schedule for the U.S. term loans (the “Amendments”).

(E)		It has been agreed in the Share Pledge Agreements (as defined below) that any reference in such Share Pledge Agreement (as defined below) to the “Credit Agreement” is a reference to the Original Credit Agreement as amended, varied, novated, supplemented, superseded or extended from time to time, including pursuant to the Amendment No.2 and Incremental Term Loan Assumption Agreement.

(F)		By executing the First Lien Intercreditor Agreement or an assignment and acceptance or additional bank secured party acknowledgement relating to the Original Credit Agreement Agreement each of the parties set out in Schedule 1 hereto has ratified and confirmed the declarations of the Collateral Agent made pursuant to clause 3.3 of each of the Share Pledge Agreements (as defined below). The Pledgors and the Current Pledgees confirm that thereby the parties listed in Schedule 1 hereto have become Pledgees (as defined in the relevant Share Pledge Agreements) under the Share Pledge Agreements (as defined below).

NOW IT IS HEREBY AGREED as follows:

1.		DEFINITIONS AND LANGUAGE

1.1		Definitions

		In this Agreement:

		“Amended Security Agreements” means the Share Pledge Agreements as amended by this Agreement.

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“Share Pledge Agreements” means the share pledge agreements (each Roll of Deed No. 2009/1186 of the public notary Xx. Xxxx-Xxxxx Xxxxxxxxxx, Frankfurt am Main/Germany, dated 5 November 2009) specified below and “Share Pledge Agreement” means any of them:

	(a)		a notarial share pledge agreement dated 5 November 2009 and entered into between by SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees relating to the shares in SIG Combibloc Holding GmbH (the “Share Pledge Agreement 1”);

	(b)		a notarial share pledge agreement dated 5 November 2009 and entered into between SIG Euro Holding AG & Co. KGaA as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees relating to the shares in SIG Combibloc Holding GmbH, SIG Combibloc GmbH, SIG Beverages Germany GmbH, SIG International Services GmbH and SIG Information Technology GmbH (the “Share Pledge Agreement 2”);

	(c)		a notarial share pledge agreement dated 5 November 2009 and entered into between SIG Combibloc Systems GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees relating to the shares in SIG Combibloc Zerspanungstechnik GmbH (the “Share Pledge Agreement 3”);

	(d)		a notarial share pledge agreement dated 5 November 2009 and entered into between SIG Combibloc Holding GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees relating to the shares in SIG Combibloc GmbH, SIG Combibloc Systems GmbH and SIG Vietnam Beteiligungs GmbH (the “Share Pledge Agreement 4”);

	(e)		a notarial share pledge agreement dated 5 November 2009 and entered into between Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees relating to the shares in Closure Systems International Deutschland GmbH (the “Share Pledge Agreement 5”); and

	(f)		a notarial share pledge agreement dated 5 November 2009 and entered into between Closure Systems International B.V. as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees relating to the shares in Closure Systems International Holdings (Germany) GmbH (the “Share Pledge Agreement 6”).

1.2

Construction

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1.2.1		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, a 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.

1.4		This Agreement amends the Share Pledge Agreements on the terms set forth herein, and, for the purposes of interpretation, is hereby incorporated into the Share Pledge Agreements as of the date hereof and shall form a part thereof.

1.5		In this Agreement capitalised terms not otherwise defined herein shall have the meaning attributed thereto (including in the recitals) in the Share Pledge Agreements.

2.		CONFIRMATION AND AMENDMENTS

2.1		The Collateral Agent, the other Current Pledgees and each Pledgor hereby agree that

	(a)		recital (A) of each Share Pledge Agreement entered into between the Collateral Agent and that Pledgor shall be amended by replacing it in its entirety with the following wording:

	“(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 (as amended by an amendment agreement dated 21 January 2010 and by the Amendment No. 2 and Incremental Assumption Agreement (as defined below)) between, inter alia, the parties listed in Part 1 of Schedule 1 hereto as original borrowers (the “Original Borrowers”), the parties listed in Part 2 of Schedule 1 hereto as original guarantors (the “Original Guarantors”), Credit Suisse AG, Cayman Island branch (formerly Credit Suisse, Cayman Island branch) Credit Suisse AG, Cayman Island branch as administrative 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 Original Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.”

	(b)		Recital (D) of the Share Pledge Agreement 1, the Share Pledge Agreement 2 , the Share Pledge Agreement 5 and the Share Pledge Agreement 6 shall be replaced by the following wording:

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			“(D) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Pledgees (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No.1 and Joinder Agreement (as defined below)) 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”).”

	(c)		Recital (E) of the Share Pledge Agreement 3 and the Share Pledge Agreement 4 shall be replaced by the following wording:

			“(E) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Pledgees (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No.1 and Joinder Agreement (as defined below)) 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”).”

	(d)		Clause 1.1 of each Share Pledge Agreement entered into between the Collateral Agent and that Pledgor shall be amended by

	(i)		inserting the following new definitions at the appropriate place within the alphabetical order with the following wording:

			““Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited as additional collateral agent, Credit Suisse AG and Xxxxxxxx Group Holdings Limited pursuant to which Wilmington Trust (London) Limited was appointed as additional collateral agent and became a party to the First Lien Intercreditor Agreement.”;

			““Amendment No. 2 and Incremental Assumption Agreement” means the amendment and incremental assumption agreement dated on or about 4 May 2010 relating to the Credit Agreement between, inter alia, the Borrowers and the guarantors under the Credit Agreement as of such date, the Administrative Agent and others pursuant to which the Credit Agreement is amended to, inter alia, increase the incremental term facilities from an amount of USD 400,000,000 to an amount of USD 1,550,000,000 (of which

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USD 800,000,000 were committed by certain incremental term lenders), extend the final maturity of the U.S. term loans made available thereunder to 5 May 2016 and to adjust the repayment schedule for the U.S. term loans.”;

	(ii)		replacing the number “400,000,000” with the number “1,550,000,000” in the definition of “Incremental Assumption Agreement” in each Share Pledge Agreement;

	(iii)		adding the words “(including any Incremental Revolving Credit Lender and any Incremental Term Lender)” after the words “in the future” in the definition of “Lender” in each Share Pledge Agreement;

	(iv)		adding the words “the Amendment No. 2 and Incremental Assumption Agreement,” after the first instance of the words “Credit Agreement, “ in the definition of “Loan Documents” in each Share Pledge Agreement; and

	(v)		replacing the words “together with all costs” with the words “including with respect to all costs” in the definition of “Obligations” in each of the Share Pledge Agreements.

2.2		The Collateral Agent, the other Current Pledgees and each Pledgor hereby agree that any reference to the term “Obligations” in the Share Pledge Agreements to which they are a party shall be read and construed as reference to the Obligations as amended by this Agreement.

2.3		The Collateral Agent, the other Current Pledgees and each Pledgor hereby agree that the Share Pledge Agreements shall continue to secure the Obligations as amended by this Agreement.

2.4		The Collateral Agent, the other Current Pledgees and each Pledgor hereby confirm, in respect of the Share Pledge Agreements, to which they are a party that any reference in each of the agreements to the term “Credit Agreement” shall be read and construed as a reference to the Original Credit Agreement as amended, varied, novated, supplemented, superseded or extended from time to time, including pursuant to the Amendment No.2 and Incremental Term Loan Assumption Agreement.

2.5		The Collateral Agent, the other Current Pledgees and each Pledgor confirm that the obligations secured under the Share Pledge Agreements to which they are a party shall include the prompt and complete satisfaction of any and all Obligations (as defined in the Amended Security Agreements) (present and future, actual and contingent) which are (or are expressed to be) or become owing by the Grantors (or any of them) to the Secured Parties (or any of them) under or in connection with the Amended Credit Agreement and the other

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		Credit Documents (as such term is defined in the Amended Security Agreements in accordance with Clause 2.1 above) (including, but not limited to, the Amendments).

3.		CONTINUITY AND FURTHER ASSURANCE

3.1		The Collateral Agent, the other Current Pledgees and the Pledgors confirm and agree that (i) save as amended by this Agreement, all provisions of the Share Pledge Agreements shall remain unchanged, (ii) the validity and effectiveness of the provisions of the Share Pledge Agreements shall remain unaffected by this Agreement, to the extent not amended by this Agreement (iii) the validity and effectiveness of the security interests created under the Share Pledge Agreements shall not be affected by this Agreement; and (iv) such security interests shall continue to secure the Obligations (as defined in the Amended Security Agreements). For the avoidance of doubt, the provisions in the Share Pledge Agreement 1 relating to the limitations on enforcement of the security granted thereunder and the application of proceeds of an enforcement of such security shall not be affected by the amendments pursuant to this Agreement.

3.2		The Pledgors shall, at the reasonable request of the Collateral Agent and at the Pledgors’ 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.

3.3		In the event that German law requires, as a result of the increase of the incremental term facilities from an amount of USD 400,000,000 to an amount of USD 1,550,000,000 or otherwise, that new pledges have to be granted in relation to the Shares (as defined in each of the Share Pledge Agreements) and any other item referred to in Clause 4 of the Share Pledge Agreements in order to effectively secure the Obligations (as defined in each Share Pledge Agreement and as confirmed and amended by this Agreement), the parties hereto agree that such new pledges are granted under this Agreement and each Pledgor hereby pledges to each of the Current Pledgees and the Future Pledgees (as defined in the relevant Share Pledge Agreement) the Shares (as defined in the relevant Share Pledge Agreement) and any other item referred to in Clause 4 of the Share Pledge Agreements pursuant to the terms and conditions (as these are confirmed and amended pursuant to this Agreement) of the Share Pledge Agreement to which it is a party and each Current Pledgee hereby accepts such pledge for itself in accordance with and subject to the terms and conditions of the relevant Share Pledge Agreement and, in the case of the Collateral Agent, also as representative without power of attorney (Vertreter ohne Vertretungsmacht) for and on behalf of each Future Pledgee (as defined in the relevant Share Pledge Agreement) in accordance with clause 3.3 thereof.

3.4		The Collateral Agent, the other Current Pledgees and each Pledgor agree that this Agreement shall constitute a “Security Document” for the purposes of the First Lien

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		Intercreditor Agreement (and for no other purpose) and that, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the Amended Security Agreement are hereby incorporated by reference.

4.		NOTIFICATION

4.1		Each Pledgor and the Pledgees hereby give notice of this Agreement and the pledges pursuant to Clause 3.3 to the relevant Company the Shares in which it has pledged under the Share Pledge Agreements.

4.2		Each Company hereby acknowledges the notification pursuant to Clause 4.1 above.

5.		PARTIAL INVALIDITY

		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 replaced with a 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 with such provision as comes as close as possible to the original intent of the parties.

6.		AMENDMENTS

		Changes and amendments to this Agreement including this Clause 5 shall be made in writing except where notarisation is required.

7.		APPLICABLE LAW; JURISDICTION

7.1		This Agreement is governed by the laws of the Federal Republic of Germany.

7.2		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 Collateral Agent and the Pledgees (as defined in the Share Pledge Agreements), however, shall also be entitled to take action against the respective Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the respective 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.

- 14 -

The Notary advised the persons appearing:

	•		that a pledge is a security instrument of strictly accessory nature (which means that it comes into legal existence only if, to the extent that, and as long as, the underlying secured claims do in fact exist, and that the owners of the secured claims and the pledgees must be identical);

	•		that notwithstanding Section 16 para 3 German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) there is no bona fide creation, acquisition nor ranking of a pledge of shares (in the sense that the pledgees are not protected if the shares purported to be pledged do not exist or have been previously encumbered for the benefit of a third party); and

	•		that the English original version of this Agreement will not be acceptable for enforcement but will have to be translated, by a certified translator, into German for such purposes.

	•		The above Agreement including the Schedules was read aloud by the Notary to the persons appearing, approved by them and signed by the persons appearing and by the Notary in their own hand as follows:



	/s/ Xxxxx Xxxxxx

	/s/ Xxxxx Xxxxxxxxx

- 15 -

SCHEDULE 1
LIST OF FINANCIAL INSTITUTIONS

1776 CLO I, Ltd.

280 Funding I

ABS Loans 2007 Limited

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 Limited Company

Altenberg Funding

American Hallmark Insurance Co of TX

AMMC CLO IV, Limited

AMMC CLO V, Limited

AMMC VII, Limited

Anchorage Crossover Credit Finance, Ltd.

Apostle Xxxxxx Xxxxxx Credit Opportunities Fund

Apostle Xxxxxx Xxxxxx Senior Loan Fund

Ares IIR CLO Ltd.

Ares IIIR/IVR CLO Ltd.

Ares Institutional Loan Fund B.V.

- 16 -

Ares VR CLO Ltd.

Ares VIR CLO Ltd.

Ares X CLO Ltd.

Ares XI CLO Ltd.

Ares XII CLO Ltd.

Ares Enhanced Credit Opportunities Fund Ltd.

Ares Enhanced Loan Investment Strategy IR Ltd.

Ares Enhanced Loan Investment Strategy II, Ltd.

Ares Enhanced Loan Investment Strategy III, Ltd.

Ares European CLO II B.V.

Ares Strategic Investment Partners Europe B.V.

Ariel Reinsurance Company Ltd.

Atrium III

Atrium IV

Australia and New Zealand Banking Group Limited

Avalon Capital Ltd. 3

Avoca CLO III PLC

Avoca CLO IX Limited

Babson Capital Loan Partners I XX

Xxxxxx CLO Ltd. 2004-I

Babson CLO Ltd. 2004-II

Babson CLO Ltd. 2005-I

Babson CLO Ltd. 2005-III

- 17 -

Babson CLO Ltd. 2006-I

Babson CLO Ltd. 2006-II

Babson CLO Ltd. 2007-I

Babson CLO Ltd. 2008-II

Babson Loan Opportunity CLO, Ltd.

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

Bank of America, N.A., Canada Branch

Barclays Bank PLC

Battalion CLO 2007-I, Ltd.

Beach Point Loan Master Fund, LP

Belhurst CLO Ltd.

Xxxx Atlantic Master Trust

Xxxx & Xxxxxxx Xxxxx Foundation

BlackRock Debt Strategies Fund, Inc.

BlackRock Defined Opportunity Credit Trust

BlackRock Diversified Income Strategies Fund, Inc.

BlackRock Diversified Income Strategies Fund II, Inc.

BlackRock Floating Rate Income Trust

BlackRock Floating Rate Income Strategies Fund II, Inc.

BlackRock Global Investment Series: Income Strategies Portfolio

BlackRock Limited Duration Income Trust

BlackRock Senior Floating Rate Portfolio

BlackRock Senior High Income Fund, Inc.

- 18 -

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 -1 Ltd.

Blue Shield of California

Bluebay COF Loan Investments S.A.

Bluebay High Income Loan Investments (Luxembourg) S.A.

Board of Pensions of the Evangelical Lutheran Church in America

Boeing Co. Employees Retirement Plans Master Trust

BOS International (Australia) Limited

Brentwood CLO, Ltd.

Bridgeport CLO Ltd.

Bridgeport CLO II Ltd.

Brigade Credit Fund II, Ltd.

Xxxxx University

California Public Employees’ Retirement System

Carlyle Credit Partners Financing I

Carlyle High Yield Partners VI Ltd.

Carlyle High Yield Partners VII Ltd.

Carlyle High Yield Partners VIII, Ltd.

- 19 -

Carlyle High Yield Partners IX, Ltd.

Carlyle High Yield Partners X, Ltd.

Castle Garden Funding

Cent CDO 10 Limited

Cent CDO XI Limited

Cent CDO 12 Limited

Cent CDO 14 Limited

Cent CDO 15 Limited

Centaurus Loan Trust

Centurion CDO VII Limited

Centurion CDO 8 Limited

Centurion CDO 9 Limited

CFS Global Corporate Debt Fund

Champlain CLO, Ltd.

Chatham Light II CLO, Limited

Chelsea Park CLO Ltd.

Cheyne Credit Opportunities CDO 1 B.V.

CHGO Loan Funding Ltd.

CIM VI, L.L.C.

Citibank, N.A.

Citibank (China) Co., Ltd.

Citron Investment Corporation

Clear Lake CLO Ltd.

- 20 -

Clydesdale CLO 2004, Ltd.

Clydesdale CLO 2005, Ltd.

Clydesdale Strategic CLO I, Ltd.

College Retirement Equities Fund Bond Market Account

ColumbusNova CLO IV, Ltd. 2007 II

Columbus Park CDO Ltd.

Commingled Pension Trust Fund (High Yield) of JPMorgan Chase Bank, N.A.

Commonwealth International Fixed Interest Fund 6

Commonwealth of Pennsylvania State Employees’ Retirement System

Confluent 2 Limited

Coöperatieve 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, L.P.

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 Diversified Income Trust

- 21 -

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

Delaware Group Advisor Funds-Delaware Diversified Income

Delaware Group Government Funds — Delaware Core Plus Fund

Delaware Group Income Funds — Delaware Diversified Floating Rate Fund

Delaware Group Limited-Term Government Funds — Delaware Limited — Term Government Fund

Delaware VIP Trust — Delaware VIP Limited Term Diversified Income Series

Delaware VIP Trust — Delaware VIP Diversified Income Series

Deutsche Bank AG New York Branch

DFR Middle Market CLO

Diamond Lake CLO, Ltd.

Diversified Credit Portfolio Ltd.

Doral Money Inc

Xxxxxx VIII — Leveraged Loan CDO 2005

Xxxxxx IX — Senior Loan Fund 2005 p.l.c.

Xxxxxx X — Euro CLO 2005 PLC

Xxxxxx XI Leveraged Loan CDO 2006

Xxxxxx XIV — Euro CLO 2006 p.l.c.

Xxxxxx XV Euro CLO 2006 p.l.c.

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 Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, London Branch

- 22 -

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 Company of Wausau

Fairway Loan Funding Company

Faraker Investment PTE Ltd.

FIA Card Services, N.A.

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

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

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

- 23 -

Franklin Floating Rate Daily Access Fund

Franklin Floating Rate Master Series

Xxxxxxxx Xxxxxxxxx Xxx. 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

Xxxxxxxxx CLO PLC

Global Credit Return Fund N.V.

Global Loan Opportunity Fund B.V.

GMAM Group Pension Trust I

Golden Knight II CLO, Ltd.

Goldentree Asset Management LP AC Goldentree High Yield Master Fund Ltd. AC

Goldentree Capital Opportunities, LP

Goldentree Loan Opportunities III, Limited

Goldentree Loan Opportunities IV, Limited

Goldentree Loan Opportunities V, Limited

Xxxxxxx Xxxxx Asset Management CLO, Public Limited Company

Xxxxxxx Sachs Collective Trust High Yield Implementation Vehicle

- 24 -

Grand Central Asset Trust, ANC Series

Grand Central Asset Trust, Cameron I Series

Xxxxxxx & Co.

Greenbriar CLO, Ltd.

Green Park CDO B.V.

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 Structured Asset Management CLO I Ltd.

Halcyon Structured Asset Management European CLO 2006-I B.V.

Halcyon Structure Asset Management European CLO 2006-II B.V.

Halcyon Structured Asset Management European Long Secured/Short Unsecured CLO 2008 I B.V.

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

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

Halcyon Structured Asset Management Long Secured/Short Unsecured 2007-3 Ltd.

Halcyon Structured Asset Management Long Secured/Short Unsecured 2007-1 Ltd.

Harbourview CLO 2006-1

Harvest CLO II S.A.

Harvest CLO III PLC

Harvest CLO IV PLC

Harvest CLO V PLC

- 25 -

Highlander Euro CDO B.V.

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 B.V.

IAM National Pension Fund

Illinois State Board of Investment

ING International (II) — Senior Bank Loans Euro

ING Investment Management CLO I, Ltd.

ING Investment Management CLO II, Ltd.

ING Investment Management CLO III, Ltd.

ING Investment Management CLO IV, Ltd.

ING Investment Management CLO V, Ltd.

ING Investment Trust Co. Plan for 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

Insight Investment Discretionary Funds ICVC UK Corporate All Maturities Bond Fund

Insight LDI Solutions Plus plc, in respect of the Insight Loan Fund

Jersey Street CLO, Ltd.

JHF II-Multi Sector Bond Fund

- 26 -

JPMorgan Chase Retirement Plan

JPMorgan Core Plus Bond

JPMorgan High Yield Fund

X.X. Xxxxxx Leveraged Loans Master Fund X.X.

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

Koniginstrasse I S.à x.x

Xxxxxxxx B.V.

Laurelin II B.V.

LeverageSource V, S.à x.x

Liberty Mutual Fire Insurance Company

Liberty Mutual Insurance Company

Libra Global Limited

LightPoint Pan-European CLO 2007-1 PLC

Limerock CLO I

LLCP Loan Funding 2007

Loan Funding III (Delaware) LLC

Loan Funding IV LLC

Longhorn Credit Funding, LLC

Xxxxxx Xxxxxx Leveraged Senior Loan Fund Ltd.

Xxxxxx Xxxxxx Senior Loan Fund, LLC

- 27 -

Lord Xxxxxx Investment Trust — Lord Xxxxxx Floating Rate Fund

Lucent Technologies Inc. Master Pension Trust

MacKay Xxxxxxx Core Plus Alpha Fund

MacKay Short Duration Alpha Fund

Macquarie Income Opportunities Fund

Macquarie Master Diversified Fixed Interest Fund

Madison Park Funding I, Ltd.

Madison Park Funding VI, Ltd.

Mainstay Floating Rate Fund, a series of Eclipse Funds Inc.

Mainstay VP Floating Rate Portfolio, aseries of Mainstay VP Series Fund, Inc.

Marathon CLO I Ltd.

Marathon CLO II Ltd.

Market Square CLO, Ltd.

Marlborough Street CLO, Ltd.

Master Senior Floating Rate Trust

Xxxxx Xxxxxx High Yield Bond Portfolio of Xxxxx Xxxxxx SeriesMaxim Xxxxxx

Mayport CLO Ltd.

Xxxxxxx Foundation Incorporated

Mercator CLO I PLC

Mercator CLO 2 PLC

MERCATOR CLO III Ltd.

MetLife Bank, N.A.

Metropolitan Life Insurance Company

- 28 -

Met Investors Series Trust — Pioneer Strategic Income Portfolio

Missouri State Employees Retirement System

Mizuho Corporate Bank, Ltd.

Momentum Capital Fund, Ltd.

Xxxxxx Xxxxxxx Investment Management, Croton Ltd.

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.

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

NACM CLO I

Nantucket CLO I Ltd.

Xxxx Point CLO

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

- 29 -

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 Loans SICAV

Nexum Loans — Nordic Loan Fund II

Nomura Bond & Loan Fund

North Dakota State Investment Board

Northwoods Capital IV Limited

Northwoods Capital V, Limited

Northwoods Capital VI, Limited

Northwoods Capital VII, Limited

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 Advantaged Total Return Strategy Fund

Oak Hill Credit Opportunities Financing, Ltd.

Oak Hill Credit Partners III, Limited

Oak Hill Credit Partners IV, Limited

- 30 -

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, Ltd.

Olympic Park Ltd.

Xxxxxxxxxxx Master Loan Fund, LLC

Xxxxxxxxxxx Senior Floating Rate Fund

Oppida Investments Limited

Optimum Trust — Optimum Fixed Income Fund

Oregon Public Employees Retirement Fund

Pacific Life Insurance Company

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 L.P.

Pioneer Diversified High Income Trust

Pioneer Floating Rate Fund

Pioneer Floating Rate Trust

- 31 -

Pioneer Global High Yield Fund

Pioneer High Yield Fund

Pioneer Strategic Income Fund

Pioneer Strategic Income VCT Portfolio

Portola CLO, Ltd.

PPM Monarch Bay Funding LLC

Principal Funds Inc — High Yield Fund I

Prudential Bank Loan Fund of the Prudential Trust Company Collective Trust

Xxxxxx Floating Rate Income Fund

Xxxxxx High Yield Trust

Xxxxxx High Yield Advantage Fund

Putnam Variable Trust — PVT High Yield Fund

Qualcomm Global Trading, Inc.

Race Point III CLO

Race Point IV CLO, Ltd.

Red River CLO Ltd.

Regent’s Park CDO B.V.

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 Institutional Leveraged Loan Fund II, L.P.

RiverSource Strategic Income Allocation Fund

- 32 -

RMF Euro CDO III PLC

RMF Euro CDO IV PLC

Rochdale Fixed Income Opportunities Portfolio

RS Floating Rate Fund

RS Strategic Income Fund

San Xxxxxxx County Employees’ Retirement Association

Sapphire Valley CDO I, Ltd.

Saratoga CLO I, Limited

Schiller Park CLO Ltd.

Sears Holdings Pension Plan

SEI Institutional Investment Trust — High Yield Bond Fund

SEI Institutional Investments Trust Enhanced Libor Opportunities Fund.

SEI Institutional Managed Trust — High Yield Bond Fund

Senior Debt Portfolio

Senior Loan Portfolio

Serves 2006-1, Ltd.

Southport CLO, Limited

SSS Funding II, LLC

St. Xxxxx Xxxx CDO B.V.

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

- 33 -

Stichting Pensioenfonds Medische Specialisten

Stichting Pensioenfonds Voor Huisarten

Stone Harbor Global Funds PLC — Stone Harbor Leveraged Loan Portfolio

Stone Harbor LIBOR Plus Total Return Fund

Stone Harbor Sterling Core Plus Bond Fund

Stone Tower Credit Funding I Ltd.

Xxxxxx Xxxx Funding I, Ltd.

Sumitomo Mitsui Banking Corporation

Summit Lake CLO Ltd.

SunAmerica Senior Floating Rate Fund, Inc.

Sun Life Assurance Company of Canada (US)

Sunsuper Pooled Superannuation Trust

X. Xxxx Price Capital Appreciation Fund

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

X. Xxxx Price Institutional Floating Rate Fund

X. Xxxx Price Institutional High Yield Fund

Xxxxxxxx Foundation, Inc.

TCW Credit Opportunities Fund I B, L.P.

TCW Credit Opportunities Fund, L.P.

TCW Senior Secured Floating Rate Loan Fund, L.P.

TCW Senior Secured Loan Fund, L.P.

Teachers Insurance and Annuity Association of America

Teachers Retirement System of Louisiana (Xxxxxxxx — BANK LOAN ACCOUNT)

- 34 -

Texas PrePaid Higher Education Tuition Board

TFP Royal Issuer, LLC

The Guardian Life Insurance Company of America

The President and Trustees of Xxxxxxxx College

TIAA-CREF Funds Bond Plus Fund

Titanium Trading Partners, LLC

Tribeca Park CLO Ltd.

Trustees of the University of Pennsylvania

Trustmark Insurance Company

U.A.I. (Luxembourg) Investment S.à x.x.

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

- 35 -

Virtus Senior Floating Rate Fund

Vitesse CLO Ltd.

Wasatch CLO Ltd.

Waterfront CLO 2007-1, Ltd.

West Bend Mutual Insurance Company

Western Asset Floating Rate High Income Fund, LLC

Westpac Banking Corporation

WG Horizons CLO I

Whitehorse III, Ltd.

Wind River Reinsurance Company, Ltd.

Windmill CLO I Limited

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

Zodiac Fund Xxxxxx Xxxxxxx US Senior Loan Fund

- 36 -

SCHEDULE 2
LIST OF CURRENT BORROWERS, CURRENT GUARANTORS, CURRENT SENIOR
SECURED NOTE GUARANTORS

PART 1
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 2
THE CURRENT GUARANTORS

SIG Austria Holding GmbH (Austria)

SIG Combibloc GmbH & Co KG (Austria)

SIG Combibloc GmbH (Austria)

SIG Beverages Brasil Ltda (Brazil)

SIG Combibloc do Brasil Ltda (Brazil)

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)

- 37 -

SIG Combibloc Systems GmbH (Germany)

SIG Combibloc Zerspanungstechnik GmbH (Germany)

SIG Information Technology GmbH (Germany)

SIG International Services GmbH (Germany)

SIG Asset Holdings Limited (Guernsey)

SIG Combibloc Ltd (Hong Kong)

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)

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 Americas Inc. (Brazil)

- 38 -

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 (Hong Kong) Limited (Hong Kong)

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)

- 39 -

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)

PART 3
THE CURRENT SENIOR SECURED NOTE GUARANTORS