exv10w5w2






Exhibit 10.5.2



The taking of this document or any certified copy of it or any other 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 email communication which refers to
this document in Austria or sending any email communication to which a PDF scan of this document is
attached to an Austrian addressee or sending any email communication carrying an electronic or
digital signature which refers to this 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 this document in Austria or sending any email communication to which
a PDF scan of this document is attached to an Austrian addressee or sending any email communication
carrying an electronic or digital signature which refers to this document to an Austrian addressee.





     REAFFIRMATION AGREEMENT, dated as of November 16, 2010 (this
“Agreement”), among (a) Reynolds Group Holdings Limited
(“Holdings”), (b) Reynolds Group Holdings Inc., Reynolds Consumer
Products Holdings Inc., Closure Systems International Holdings Inc., SIG
Euro Holding AG & Co. KGAA, SIG Austria Holding GmbH, Closure Systems
International B.V., Reynolds Acquisition Corporation (collectively, the
“Borrowers”), (c) Reynolds Group Issuer (Luxembourg) S.A. (“Lux
Issuer”), Reynolds Group Issuer LLC (“LLC Issuer”) and Reynolds
Group Issuer Inc. (“Inc. Issuer”) (collectively, the
“Issuers”), (d) the Grantors listed on Schedule A hereto
(together with Holdings, the Borrowers and Issuers, the “Security
Reaffirming Parties”) and the Grantors listed on Schedule C
hereto (together with the Security Reaffirming Parties, the “Reaffirming
Parties”), (e) Credit Suisse AG, as administrative agent (in such
capacity, the “Administrative Agent”) under the Credit Agreement (as
defined below), (f) The Bank of New York Mellon, as trustee (in such
capacity, the “Trustee”) under the Senior Secured Notes Indenture
(as defined below) and (g) The Bank of New York Mellon and Wilmington Trust
(London) Limited as collateral agents (together, the “Collateral
Agents”) under the First Lien Intercreditor Agreement (as defined
below).



          A. The Administrative Agent, the trustee with respect to the Closing Date Senior
Secured Notes (as defined in the Credit Agreement), the Collateral Agents and the Reaffirming
Parties, among others, have entered into the First Lien Intercreditor Agreement dated as of
November 5, 2009, as amended by Amendment No. 1 and Joinder Agreement dated as of January 21, 2010,
(the “First Lien Intercreditor Agreement”). Capitalized terms used but not defined herein
have the meanings assigned to such terms in the First Lien Intercreditor Agreement and the Credit
Agreement, as applicable;




          B. Pursuant to the Credit Agreement dated as of November 5, 2009 (as amended from
time to time on or prior to the date hereof, including pursuant to Amendment No. 3 (as defined
below), the “Credit Agreement”), among Holdings, the Borrowers, the Guarantors from time to
time party thereto, the Lenders from time to time party thereto and the Administrative Agent, the
U.S. Tranche A/D Term Borrower has, on the date hereof, borrowed the New Incremental Term Loans (as
defined in Amendment No. 3 and Assumption Agreement dated as of September 30, 2010 to the Credit
Agreement (“Amendment No. 3”));




          C. RGHL US Escrow I Inc. (“Escrow Inc. Issuer”), RGHL US Escrow I LLC
(“Escrow LLC Issuer”) and RGHL Escrow Issuer (Luxembourg) I S.A. (“Escrow Lux
Issuer” and together with Escrow Inc. Issuer and Escrow LLC Issuer, the “Escrow
Issuers”), the Trustee and The Bank of New












 



2



York Mellon, London Branch, as paying agent, among others, have entered into an indenture,
dated as of October 15, 2010 (the “Senior Secured Notes Indenture”), pursuant to which the
Escrow Issuers initially issued debt securities (the “New Senior Secured Notes”) in escrow.
On the date hereof, in connection with the release from escrow of the proceeds of such New Senior
Secured Notes, Escrow Inc. Issuer is merging with and into Inc. Issuer, Escrow LLC Issuer is
merging with and into LLC Issuer, and Escrow Lux Issuer is merging with and into Lux Issuer (or Lux
Issuer will otherwise assume all of the obligations of Escrow Lux Issuer under the New Senior
Secured Notes and the Senior Secured Notes Indenture), with each of the applicable Issuers
surviving the applicable merger and assuming by operation of law the obligations of the applicable
Escrow Issuer, with respect to the Senior Secured Notes Indenture and the New Senior Secured Notes.
On the date hereof, in connection with such release from escrow and mergers, the Trustee has
become a party to the First Lien Intercreditor pursuant to Section 5.02(c) thereof;




          D. Certain of the Security Reaffirming Parties are party to one or more of the
Reaffirmed Security Documents (as defined below); and




          E. Each Reaffirming Party expects to realize, or has realized, substantial direct
and indirect benefits as a result of the funding of the New Incremental Term Loans, the release
from escrow of the proceeds from the New Senior Secured Notes and the consummation of the
transactions contemplated thereby. The release from escrow of the proceeds of the New Senior
Secured Notes in order to finance the Pactiv Transactions (as defined in the Credit Agreement) is
referred to herein as the “Escrow Release.”




          In consideration of the foregoing and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:




ARTICLE I




Reaffirmation



          SECTION 1.01. Reaffirmation. (a) Each Security Reaffirming Party (i)
agrees that, notwithstanding the borrowing of the New Incremental Term Loans and the issuance of
the New Senior Secured Notes, each of the Security Documents set forth on Schedule B hereto
to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full
force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed (ii)
confirms its respective pledges and grants of security interests in the Collateral to the extent
provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed
Security Document to which it is a party and the First Lien Intercreditor Agreement continue in
full force and effect subject to the Legal Reservations and extend, subject to the limitations
contained therein, to (A) the New Incremental Term Loans, which shall, as of the date hereof, be
considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement and (B) the
“Secured Obligations” as defined in the Senior Secured Notes Indenture, which have been or will on
the date of this Agreement be designated as “Additional Obligations” under and pursuant to the
First Lien Intercreditor Agreement (the “Secured Notes Designation”).





     (b) Each Reaffirming Party hereby (a) ratifies and affirms Amendment No. 3
and the transactions contemplated thereby, (b) agrees that, notwithstanding the
effectiveness of Amendment No. 3, Article X of the Credit Agreement continues to be in full
force and effect, (c) confirms its guarantee of the Bank Obligations (with respect to
itself), all as provided in the Loan Documents as originally executed (including any
limitations expressly set forth therein), and (d) acknowledges that such guarantee
(including any limitations thereto expressly set forth in the relevant Loan Document,
including Schedule 10.03 of the Credit Agreement mutatis mutandis and in any Guarantor
Joinder to the Credit Agreement) continues in full force and effect in









 



3



respect of the Bank Obligations under the Credit Agreement (as modified by Amendment
No. 3) and the other Loan Documents, including the New Incremental Term Loans.




     (c) Each of the Security Reaffirming Parties hereby confirms and agrees
that, with respect to any Reaffirmed Security Document to which it is a party, the
obligations under the New Incremental Loans and the “Secured Obligations” as defined in the
Senior Secured Notes Indenture constitute “Obligations” or “Secured Liabilities” or words of
similar import as set forth across from and described under the applicable Reaffirmed
Security Documents listed in Schedule B (subject to certain exceptions in respect of
the documentation listed in Schedule B that is governed by the laws of Quebec and Germany).




     (d) Each of the Security Reaffirming Parties hereby agrees that the Parallel
Debt, if any, of such Security Reaffirming Party created under the First Lien Intercreditor
Agreement or under any guarantor joinder in effect prior to the date hereof shall continue
to be in full force and effect and shall accrue to the benefit of each Collateral Agent (for
the benefit of the Secured Parties (as defined in the First Lien Intercreditor Agreement))
and shall continue to apply, as applicable, in relation to all Obligations (as defined in
the First Lien Intercreditor Agreement) upon and following the funding of the New
Incremental Term Loans, the Escrow Release and the Secured Notes Designation.




     (e) With respect to this Section 1.01, SIG Combibloc (Schweiz) AG (which, as
opposed to the other Security Reaffirming Parties organized under the laws of Switzerland,
is not a party to any of the Reaffirmed Security Documents) consents and agrees solely to
Sections 1.01(a)(iii) (as relates to the First Lien Intercreditor Agreement), 1.01(b) and
1.01(d) herein.




     (f) With respect to all Loan Parties incorporated in Luxembourg, the
limitations set forth in Schedule E shall apply.



ARTICLE II




Representations and Warranties



          SECTION 2.01. Organization; Powers. Each Reaffirming Party hereby
represents and warrants as of the date hereof that such Reaffirming Party (a) is duly organized,
validly existing and in good standing (or where applicable the equivalent status in any foreign
jurisdiction) under the laws of the jurisdiction of its organization and (b) has the power and
authority to execute, deliver and perform its obligations under this Agreement.



          SECTION 2.02. Authorization. Each Reaffirming Party hereby represents and
warrants as of the date hereof that the entry by such Reaffirming Party into this Agreement has
been duly authorized by all requisite corporate and/or partnership and, if required, stockholder,
works council and partner action.



          SECTION 2.03. Enforceability. Each Reaffirming Party hereby represents and
warrants as of the date hereof that this Agreement has been duly executed and delivered by each
such Reaffirming Party and, subject to the Legal Reservations, constitutes a legal, valid and
binding obligation of such Reaffirming Party enforceable against such Reaffirming Party in
accordance with its terms.



          SECTION 2.04. Grantors. Holdings hereby represents and warrants as of the
date hereof that each Reaffirming Party and the Grantors listed on Schedule D (which are
not signatories









 



4

hereto) hereto constitute all of the Grantors under the Credit Agreement and the First Lien
Intercreditor Agreement existing immediately prior to the date hereof.




ARTICLE III




Miscellaneous



          SECTION 3.01. Notices. All communications and notices hereunder shall be
in writing and given as provided in Section 5.01 of the First Lien Intercreditor Agreement.



          SECTION 3.02. Loan Document. This Agreement is a Loan Document (as defined
in the Credit Agreement) executed pursuant to the Credit Agreement and shall be construed,
administered and applied in accordance with the terms of the Credit Agreement as applicable.



          SECTION 3.03. Effectiveness; Counterparts. This Agreement shall become
effective on the date when copies hereof which, when taken together, bear the signatures of each
Reaffirming Party, the Collateral Agents, the Administrative Agent and the Trustee shall have been
received by each of the Collateral Agents, the Administrative Agent and the Trustee. This
Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing
signed by each of the parties hereto. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. Delivery by telecopier or other electronic imaging means of an executed
counterpart of a signature page to this Agreement shall be effective as delivery of an original
executed counterpart of this Agreement.



          SECTION 3.04. No Novation. This Agreement shall not extinguish the
obligations for the payment of money outstanding under any Loan Document or discharge or release
the priority of any Loan Document or any other security therefor. Nothing herein shall be
construed as a substitution or novation of the obligations outstanding under any Loan Document or
instruments securing the same, which shall remain in full force and effect. Nothing in or implied
by this Agreement or in any other document contemplated hereby shall be construed as a release or
other discharge of Holdings, any Borrower, any Issuer or any other Grantor under any Loan Document
from any of its obligations and liabilities thereunder. Each of the Loan Documents shall remain in
full force and effect notwithstanding the execution and delivery of this Agreement.



          SECTION 3.05. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



          SECTION 3.06. Austrian Stamp Duty, Etc. The parties hereto agree that the
provisions of Sections 9.19 (Place of Performance) and 9.20 (Austria Stamp Duty) of the Credit
Agreement (and, if the Credit Agreement is no longer in existence, an equivalent clause in any
Additional Agreement) and the provisions of Sections 5.15 (Place of Performance) and 5.16 (Austrian
Stamp Duty) of the First Lien Intercreditor Agreement (and, if the First Lien Intercreditor
Agreement is no longer in existence, an equivalent clause in any Intercreditor Arrangements) shall
apply to this Agreement as if incorporated herein mutatis mutandis.



          SECTION 3.07. No Other Supplement; Confirmation. Except as expressly set
forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a
waiver of or otherwise affect the rights and remedies of the Secured Parties under any Loan
Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in any Loan Document, all of which shall continue in
full force and effect.









 



5


          SECTION 3.08. Rights of the Collateral Agents. For the avoidance of doubt,
notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities
and benefits conferred on the Collateral Agents under the Reaffirmed Security Documents and the
First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this
Agreement as if set out in full herein.



[remainder of page intentionally blank; signature page is next page]










 






     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	REYNOLDS GROUP HOLDINGS INC.

 	 
	 	By  	/s/ Helen Dorothy Golding 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 







	 	 	 	 	 	 	 

	Executed by Whakatane Mill Australia
Pty Limited by the party’s attorney pursuant
to power of attorney dated 6 October 2010
who states that no notice of revocation of
the power of attorney has been received in
the presence of:	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Karen Mower
 

Witness

	 	 	 	/s/ Pru Wyllie
 

Attorney
	 	 
	 
	 	 	 	 	 	 
	/s/ Karen Mower 

Name
of Witness

	 	 	 	/s/ Pru Wyllie 

Name
of Attorney
	 	 





 










 





	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL 

(BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.

 	 
	 	    By  	/s/ Guilherme Rodngues Miranda	 
	 	 	Name:  	Guilherme Rodngues Miranda	 
	 	 	Title:  	Manager	 
	 
	 	SIG BEVERAGES BRASIL LTDA.

 	 
	 	    By  	/s/ Felix Colas Morea 	 
	 	 	Name:  	Felix Colas Morea 	 
	 	 	Title:  	Manager	 
	 
	 	SIG COMBIBLOC DO BRASIL LTDA.

 	 
	 	    By  	/s/ Ricardo Lanca Rodriguez	 
	 	 	Name:  	Ricardo Lanca Rodriguez	 
	 	 	Title:  	Manager	 
	 
	 	 	 
	 	    By  	 /s/ Edmara Iansen Wieczorek	 
	 	 	Name:  	Edmara Iansen Wieczorek	 
	 	 	Title:  	Manager	 
	 













 






	 	 	 	 	 
	CSI LATIN AMERICAN HOLDINGS CORPORATION

 
	 
	 	By  	   /s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie	 
	 	 	Title:  	Attorney 	 






	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL (CANADA) LIMITED

 
	 
	 	By  	   /s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie	 
	 	 	Title:  	Authorised Signatory 	 
	 
	EVERGREEN PACKAGING CANADA LIMITED

 
	 
	 	By  	/s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie	 
	 	 	Title:  	Authorised Signatory 	 
	 
	REYNOLDS FOOD PACKAGING CANADA INC.

 
	 
	 	By  	   /s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie	 
	 	 	Title:  	Authorised Signatory 	 
	 















 





	 	 	 	 	 
	CSI CLOSURE SYSTEMS

MANUFACTURING DE CENTRO

AMERICA, S.R.L.

 
	 
	 	By  	/s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie	 
	 	 	Title:  	Attorney 	 
	 





	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL
DEUTSCHLAND GMBH  
	 

	 
	 	By  	 /s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy     	 
	 	 	Title:  	Authorised
Signatory 	 
	 
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS

(GERMANY) GMBH

 
	 
	 	By  	 /s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy     	 
	 	 	Title:  	Authorised
Signatory 	 
	 
	SIG BEVERAGES GERMANY GMBH

 
	 
	 	By  	    /s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy     	 
	 	 	Title:  	Authorised
Signatory 	 
	 
	SIG COMBIBLOC GMBH

 
	 
	 	By  	 /s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy     	 
	 	 	Title:  	Authorised
Signatory 	 
	 
	SIG COMBIBLOC HOLDING GMBH

 
	 
	 	By  	    /s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy     	 
	 	 	Title:  	Authorised
Signatory 	 
	 













 





	 	 	 	 	 
	SIG COMBIBLOC SYSTEMS GMBH

 
	 
	 	By  	/s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy	 
	 	 	Title:  	Authorised
Signatory 	 
	 
	SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH

 
	 
	 	By  	/s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy	 
	 	 	Title:  	Authorised
Signatory 	 
	 
	SIG EURO HOLDING AG & CO. KGAA 

towards all parties to this Agreement other than SIG Reinag AG, acting through its general partner (Komplementär) SIG Reinag AG

 
	 
	 	By  	/s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy	 
	 	 	Title:  	Authorised Signatory 	 
	 
	towards SIG Reinag AG, acting through its supervisory board (Aufsichtsrat), represented by the chairman of the supervisory board acting as its authorized representative

 
	 
	 	 	/s/ Rolf Stangl	 
	 	 	Name:  	Rolf Stangl 	 
	 	 	Title:  	Chairman of the supervisory board 	 
	 













 





	 	 	 	 	 
	SIG INFORMATION TECHNOLOGY GMBH

 
	 
	 	By  	  /s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy     	 
	 	 	Title:  	Authorised Signatory 	 
	 
	SIG INTERNATIONAL SERVICES GMBH

 
	 
	 	By  	  /s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy     	 
	 	 	Title:  	Authorised
Signatory 	 
	 
	SIG VIETNAM BETEILIGUNGS GMBH

 
	 
	 	By  	   /s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy     	 
	 	 	Title:  	Authorised
Signatory 	 
	 




	 	 	 	 	 
	SIG ASSET HOLDINGS LIMITED

 
	 
	 	By  	 /s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy	 
	 	 	Title:  	Authorised
Signatory 	 
	 












 





	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED

 
	 
	 	By  	   /s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy     	 
	 	 	Title:  	Attorney 	 
	 
	EVERGREEN PACKAGING (HONG KONG) LIMITED

 
	 
	 	By  	  /s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy     	 
	 	 	Title:  	Attorney 	 
	 
	SIG COMBIBLOC LIMITED

 
	 
	 	By  	  /s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy     	 
	 	 	Title:  	Attorney 	 
	 



	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (HUNGARY) KFT.

 
	 
	 	By  	 /s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie	 
	 	 	Title:  	Attorney 	 
	 
	CSI HUNGARY KFT.

 
	 
	 	By  	/s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie	 
	 	 	Title:  	Attorney 	 
	 













 





	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL

HOLDINGS (JAPAN) KK

 
	 
	 	By  	/s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie	 
	 	 	Title:  	Attorney 	 
	 
	CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED

 
	 
	 	By  	 /s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie	 
	 	 	Title:  	Attorney 	 
	 




	 	 	 	 	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a public limited liability company (société anonyme) with registered office at 6C Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.592

 	 
	 	By  	/s/ Cindi Lefari	 
	 	 	Name:  	Cindi Lefari	 
	 	 	Title:  	Authorised
Signatory 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS
(LUXEMBOURG) II S.A., a public limited liability company (société anonyme) with registered office at 6C Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.914

 	 
	 	By  	/s/ Cindi Lefari	 
	 	 	Name:  	Cindi Lefari	 
	 	 	Title:  	Authorised
Signatory 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS
(LUXEMBOURG) III S.À R.L., a private limited liability
company (société à responsabilité
limitée) with registered office at 6C Parc
d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, with the Luxembourg register of commerce and companies under number B 128.135 and having a share capital of EUR 404,969,325

 	 
	 	By  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari	 
	 	 	Title:  	Authorised
Signatory 	 
	 















 





	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL
(LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 146.929 and having a share capital of EUR 33,101,925

 	 
	 	By  	 /s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari	 
	 	 	Title:  	Authorised
Signatory 	 
	 
	 	EVERGREEN PACKAGING
(LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6c, Parc d’Activités Sydrall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 152.662 and having a share capital of EUR 12,500

 	 
	 	By  	 /s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari	 
	 	 	Title:  	Authorised
Signatory 	 
	 
	 	REYNOLDS CONSUMER PRODUCTS
(LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 148.959 and having a share capital of EUR 1,089,800 

 	 
	 	By  	/s/ Cindi Lefari	 
	 	 	Name:  	Cindi Lefari	 
	 	 	Title:  	Authorised
Signatory 	 
	 





	 	 	 	 	 
	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a public limited liability company (société anonyme) with registered office at 6C Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 148.957

 	 
	 	By  	/s/ Cindi Lefari	 
	 	 	Name:  	Cindi Lefari	 
	 	 	Title:  	Authorised
Signatory 	 
	 













 





	 	 	 	 	 
	 	SIG FINANCE (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 130.835 and having a share capital of EUR 12,500, in liquidation

 	 
	 	By  	/s/ Cindi Lefari	 
	 	 	Name:  	Cindi Lefari	 
	 	 	Title:  	Authorised
Signatory 	 
	 



	 	 	 	 	 
	BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.

 
	 
	 	By  	/s/ Stephen Pardy
 	 
	 	 	Name:  	Stephen Pardy	 
	 	 	Title:  	Attorney 	 
	 
	CSI EN ENSENADA, S. DE R.L. DE C.V.

 
	 
	 	By  	 /s/ Stephen Pardy
 	 
	 	 	Name:  	Stephen Pardy     	 
	 	 	Title:  	Attorney 	 
	 
	CSI EN SALTILLO, S. DE R.L. DE C.V.

 
	 
	 	By  	/s/ Stephen Pardy
 	 
	 	 	Name:  	Stephen Pardy     	 
	 	 	Title:  	Attorney 	 
	 
	CSI TECNISERVICIO, S. DE R.L. DE C.V.

 
	 
	 	By  	 /s/ Stephen Pardy
 	 
	 	 	Name:  	Stephen Pardy	 
	 	 	Title:  	Attorney 	 
	 
	EVERGREEN PACKAGING MEXICO, S. DE R.L. DE C.V.

 
	 
	 	By  	 /s/ Stephen Pardy
 	 
	 	 	Name:  	Stephen Pardy     	 
	 	 	Title:  	Attorney 	 
	 












 





	 	 	 	 	 
	 	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.

 	 
	 	    By  	/s/
Stephen
Pardy	 
	 	 	Name:  	Stephen
Pardy	 
	 	 	Title:  	 Attorney 	 
	 
	 	MAXPACK, S. DE R.L. DE C.V.

 	 
	 	    By  	/s/
Stephen
Pardy	 
	 	 	Name: 	Stephen
Pardy	 
	 	 	Title:  	 Attorney 	 
	 
	 	REYNOLDS METALS COMPANY DE MEXICO, S. DE R.L. DE C.V.

 	 
	 	    By  	/s/
Stephen
Pardy	 
	 	 	Name:  	Stephen
Pardy	 
	 	 	Title:  	Attorney 	 
	 
	 	TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.

 	 
	 	    By  	/s/ Stephen Pardy	 
	 	 	Name:  	Stephen Pardy	 
	 	 	Title:  	Attorney 	 
	 












 





	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL B.V.

 
	 
	 	By  	/s/
Stephen Pardy	 
	 	 	Name:  	Stephen Pardy	 
	 	 	Its authorised representative 	 
	 
	EVERGREEN PACKAGING INTERNATIONAL B.V.

 
	 
	 	By  	/s/
Stephen Pardy	 
	 	 	Name:  	Stephen Pardy	 
	 	 	Its authorised representative 	 
	 
	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.

 
	 
	 	By  	/s/
Stephen Pardy	 
	 	 	Name:  	Stephen Pardy	 
	 	 	Its authorised representative 	 
	 
	REYNOLDS PACKAGING INTERNATIONAL B.V.

 
	 
	 	By  	/s/
Stephen Pardy	 
	 	 	Name:  	Stephen Pardy	 
	 	 	Its authorised representative 	 
	 












 






	 	 	 	 	 	 	 

	 	 	REYNOLDS GROUP HOLDINGS LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	    By
	 	/s/ Cindi Lefari 

Name:
	 	 
	 

	 	 	 	Title: Authorised Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	and witnessed by	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Karen Mower	 	 
	 

	 	 	 	Name: 	 	 
	 

	 	 	 	Address: Sydney, Australia	 	 
	 

	 	 	 	Occupation: Lawyer	 	 
	 
	 	 	 	 	 	 
	 	 	WHAKATANE MILL LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	    By
	 	/s/ Cindi Lefari	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title: Authorised Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	and witnessed by	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Karen Mower	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Address: Sydney, Australia	 	 
	 

	 	 	 	Occupation: Lawyer	 	 













 





	 	 	 	 	 
	SIG ALLCAP AG

 
	 
	 	By  	/s/
Chiara Brophy	 
	 	 	Name:  	Chiara Brophy	 
	 	 	Title:  	Attorney 	 
	 
	SIG COMBIBLOC GROUP AG

 
	 
	 	By  	/s/
Chiara Brophy	 
	 	 	Name:  	Chiara Brophy	 
	 	 	Title:  	Attorney 	 
	 
	SIG COMBIBLOC PROCUREMENT AG

 
	 
	 	By  	/s/
Chiara Brophy	 
	 	 	Name:  	Chiara Brophy	 
	 	 	Title:  	Attorney 	 
	 
	SIG COMBIBLOC (SCHWEIZ) AG

 
	 
	 	By  	/s/ Chiara Brophy	 
	 	 	Name:  	Chiara Brophy	 
	 	 	Title:  	Attorney 	 
	 
	SIG REINAG AG

 
	 
	 	By  	/s/
Chiara Brophy	 
	 	 	Name:  	Chiara Brophy	 
	 	 	Title:  	Attorney 	 
	 












 





	 	 	 	 	 
	SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG

 
	 
	 	By  	/s/
Chiara Brophy	 
	 	 	Name:  	Chiara Brophy	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG TECHNOLOGY AG

 	 
	 	By  	/s/
Chiara Brophy	 
	 	 	Name:  	Chiara Brophy	 
	 	 	Title:  	Attorney 	 
	 



	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED

 
	 
	 	By  	
/s/ Cindi Lefari	 
	 	 	Name:  	Cindi Lefari	 
	 	 	Title:  	Attorney 	 
	 
	IVEX HOLDINGS, LTD.

 
	 
	 	By  	/s/
Cindi Lefari	 
	 	 	Name:  	Cindi Lefari	 
	 	 	Title:  	Attorney 	 
	 
	KAMA EUROPE LIMITED

 
	 
	 	By  	/s/
Cindi Lefari	 
	 	 	Name:  	Cindi Lefari	 
	 	 	Title:  	Attorney 	 
	 
	REYNOLDS CONSUMER PRODUCTS (UK) LIMITED

 
	 
	 	By  	/s/
Cindi Lefari	 
	 	 	Name:  	Cindi Lefari	 
	 	 	Title:  	Attorney 	 
	 
	REYNOLDS SUBCO (UK) LIMITED

 
	 
	 	By  	/s/
Cindi Lefari	 
	 	 	Name:  	Cindi Lefari	 
	 	 	Title:  	Attorney 	 
	 













 





	 	 	 	 	 
	SIG HOLDINGS (UK) LIMITED

 
	 
	 	By  	/s/
Cindi Lefari	 
	 	 	Name:  	Cindi Lefari	 
	 	 	Title:  	Attorney 	 
	 
	SIG COMBIBLOC LIMITED

 
	 
	 	By  	/s/
Cindi Lefari	 
	 	 	Name:  	Cindi Lefari	 
	 	 	Title:  	Attorney 	 




	 	 	 	 	 
	BAKERS CHOICE PRODUCTS, INC.

 
	 
	 	By  	 /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	BLUE RIDGE HOLDING CORP.

 
	 
	 	By  	      /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	BLUE RIDGE PAPER PRODUCTS INC.

 
	 
	 	By  	      /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	BRPP, LLC



By: BLUE RIDGE PAPER PRODUCTS INC.,

its Sole Member and Manager

 
	 
	 	  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.

 
	 
	 	By  	      /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 













 





	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.

 	 
	 	    By  	      /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President and
Secretary 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL INC.

 	 
	 	    By  	      /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	CLOSURE SYSTEMS MEXICO HOLDINGS LLC

 	 
	 	    By  	      /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	CSI MEXICO LLC

 	 
	 	    By  	      /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	CSI SALES & TECHNICAL SERVICES INC.

 	 
	 	    By  	      /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President and Assistant Secretary 	 
	 












 

\



	 	 	 	 	 
	EVERGREEN PACKAGING INC.

 
	 
	 	By  	      /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	EVERGREEN PACKAGING INTERNATIONAL (US) INC.

 
	 
	 	By  	      /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	EVERGREEN PACKAGING USA INC.

 
	 
	 	By  	      /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.

 
	 
	 	By  	      /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Vice President and Assistant Treasurer 	 
	 












 





	 	 	 	 	 
	REYNOLDS CONSUMER PRODUCTS, INC.

 
	 
	 	By  	      /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	REYNOLDS FLEXIBLE PACKAGING INC.

 
	 
	 	By  	      /s/ Cindi Lefari 
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant
Secretary 	 
	 
	REYNOLDS FOIL INC.

 
	 
	 	By  	  /s/ Helen Dorothy Golding 
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	REYNOLDS FOOD PACKAGING LLC

 
	 
	 	By  	/s/ Cindi Lefari 
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant
Secretary 	 
	 



	 	 	 	 	 
	REYNOLDS GROUP ISSUER INC.

 
	 
	 	By  	      /s/ Helen Dorothy Golding 
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	REYNOLDS GROUP ISSUER LLC

 
	 
	 	By  	      /s/ Helen Dorothy Golding 
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 












 





	 	 	 	 	 
	REYNOLDS PACKAGING INC.

 
	 
	 	By  	  /s/ Cindi Lefari 
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant
Secretary 	 
	 
	REYNOLDS PACKAGING KAMA INC.

 
	 
	 	By  	  /s/  Cindi Lefari 
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant
Secretary 	 
	 
	REYNOLDS PACKAGING LLC

 
	 
	 	By  	 /s/  Cindi Lefari 
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant
Secretary 	 
	 
	REYNOLDS PACKAGING MACHINERY INC.

 
	 
	 	By  	 /s/ Helen Dorothy Golding 
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	REYNOLDS SERVICES INC.

 
	 
	 	By  	  /s/ Helen Dorothy Golding 
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 












 





	 	 	 	 	 
	 	SIG COMBIBLOC INC.

 	 
	 	     By  	  /s/ Cindi Lefari 
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant
Secretary 	 
	 
	 	SIG HOLDING USA, INC.

 	 
	 	     By  	/s/ Cindi Lefari 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant
Secretary 	 
	 
	 	SOUTHERN PLASTICS INC.

 	 
	 	     By  	   /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	ULTRA PAC, INC.

 	 
	 	     By  	    /s/ Cindi Lefari 
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant
Secretary 	 
	 


















 





	 	 	 	 	 
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,

 
	 
	 	By:  	/s/ Shaheen Malik	 
	 	 	Name:  	Shaheen Malik	 
	 	 	Title:  	Vice President	 
	 
	 	 	 
	 	By:  	 /s/ Kevin Buddhdew
 	 
	 	 	Name:  	Kevin Buddhdew	 
	 	 	Title:  	Associate	 
	 



STATE OF NEW YORK

COUNTY OF NEW YORK



On the 10 day of November in the year 2010 before me, the undersigned,
personally appeared Shaheen Malik up, personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is subscribed to the within
instrument and acknowledged to me that she executed the same in her capacity, and that by her
signature on the instrument, the individual, or the person upon behalf of which the individual
acted,
executed the instrument.




/s/ Marjone E. Bull    
              
               

Name:  Marjone E. Bull




Sworn to before me this 10 day of Nov. 2010

Notary Public

Printed Name:  Marjone E. Bull

My Commission Expires:





February 20, 2011




STATE OF NEW YORK

COUNTY OF NEW YORK



On the 10 day of November in the year 2010 before me, the undersigned,
personally appeared Kevin Buddhdew, ASO, personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is subscribed to the within
instrument and acknowledged to me that she executed the same in her capacity, and that by her
signature on the instrument, the individual, or the person upon behalf of which the individual
acted,
executed the instrument.





/s/ Marjone E. Bull    
              
               

Name:  Marjone E. Bull




Sworn to before me this 10 day of November. 2010

Notary Public

Printed Name: Marjone E. Bull

My Commission Expires:







February 20, 2011
















 





	 	 	 	 	 
	THE BANK OF NEW YORK MELLON, in its capacity as Trustee and Collateral Agent,

 
	 
	 	By:  	/s/ Catherine F. Donohue	 
	 	 	Name:  	Catherine F. Donohue	 
	 	 	Title:  	Vice President	 
	 




	 	 	 	 	 
	WILMINGTON TRUST (LONDON) LIMITED, in its capacity as Collateral Agent,

 
	 
	 	By:  	/s/
Elaine Lockhart	 
	 	 	Name:  	Elaine Lockhart	 
	 	 	Title:  	Relationship Manager	 
	 














 





SCHEDULE A

TO REAFFIRMATION AGREEMENT




List of the Security Reaffirming Parties




	 	 	 
	JURISDICTION	 	ENTITY
	BRAZIL

	 	Closure Systems International (Brazil) Sistemas de Vedacao Ltda
	 

	 	SIG Beverages Brasil Ltda.
	 

	 	SIG Combibloc do Brasil Ltda
	 
	 	 
	BRITISH VIRGIN ISLANDS

	 	CSI Latin American Holdings Corporation
	 
	 	 
	CANADA

	 	Closure Systems International (Canada) Limited
	 

	 	Reynolds Food Packaging Canada Inc.
	 

	 	Evergreen Packaging Canada Limited
	 
	 	 
	GERMANY

	 	SIG Euro Holding AG & Co. KGaA
	 

	 	SIG Beverages Germany GmbH
	 

	 	SIG Combibloc Holding GmbH
	 

	 	SIG Vietnam Beteiligungs GmbH
	 

	 	SIG Combibloc GmbH
	 

	 	SIG Combibloc Systems GmbH
	 

	 	SIG Combibloc Zerspanungstechnik GmbH
	 

	 	SIG Information Technology GmbH
	 

	 	SIG International Services GmbH
	 

	 	Closure Systems International Holdings (Germany) GmbH
	 

	 	Closure Systems International Deutschland GmbH
	 
	 	 
	GUERNSEY

	 	SIG Asset Holdings Limited
	 
	 	 
	HONG KONG

	 	SIG Combibloc Limited
	 

	 	Closure Systems International (Hong Kong) Limited
	 

	 	Evergreen Packaging (Hong Kong) Limited
	 
	 	 
	HUNGARY

	 	Closure Systems International Holdings (Hungary) Kft
	 

	 	CSI Hungary Kft
	 
	 	 
	LUXEMBOURG

	 	Beverage Packaging Holdings (Luxembourg) I S.A.
	 

	 	Beverage Packaging Holdings (Luxembourg) II S.A.
	 

	 	Beverage Packaging Holdings (Luxembourg) III S.à.r.l.
	 

	 	SIG Finance (Luxembourg) S.à r.l. (in liquidation)
	 

	 	Reynolds Group Issuer (Luxembourg) S.A.
	 

	 	Closure Systems International (Luxembourg) S.à r.l.
	 

	 	Reynolds Consumer Products (Luxembourg) S.à r.l.
	 

	 	Evergreen Packaging (Luxembourg) S.à r.l.
	 
	 	 
	MEXICO

	 	Grupo CSI de Mexico, S. de R.L. de C.V.
	 

	 	CSI en Saltillo, S. de R.L. de C.V.
	 

	 	CSI en Ensenada, S. de R.L. de C.V.
	 

	 	CSI Tecniservicio, S. de R.L. de C.V.
	 

	 	Bienes Industriales del Norte, S.A. de C.V.
	 

	 	Técnicos de Tapas Innovativas, S.A. de C.V.
	 

	 	Evergreen Packaging Mexico, S. de R.L. de C.V.
	 

	 	Reynolds Metals Company de Mexico, S. de R.L. de C.V.
	 

	 	Maxpack, S. de R.L. de C.V.
	 
	 	 
	NETHERLANDS

	 	Closure Systems International B.V.
	 

	 	Reynolds Consumer Products International B.V.
	 

	 	Evergreen Packaging International B.V.
	 

	 	Reynolds Packaging International B.V.
	 
	 	 
	NEW ZEALAND

	 	Reynolds Group Holdings Limited
	 

	 	Whakatane Mill Limited






 









 






	 	 	 
	JURISDICTION	 	ENTITY
	SWITZERLAND

	 	SIG Combibloc Group AG
	 

	 	SIG Reinag AG
	 

	 	SIG Technology AG
	 

	 	SIG allCap AG
	 

	 	SIG Combibloc Procurement AG
	 

	 	SIG Schweizerische Industrie-Gesellschaft AG
	 

	 	SIG Combibloc (Schweiz) AG
	 
	 	 
	UNITED KINGDOM

	 	SIG Combibloc Limited
	 

	 	Closure Systems International (UK) Limited
	 

	 	Reynolds Subco (UK) Limited
	 

	 	SIG Holdings (UK) Limited
	 

	 	Reynolds Consumer Products (UK) Limited
	 

	 	IVEX Holdings, Ltd.
	 

	 	Kama Europe Limited
	 
	 	 
	UNITED STATES

	 	Bakers Choice Products, Inc.
	 

	 	Closure Systems International Holdings Inc.
	 

	 	Closure Systems International Inc.
	 

	 	Closure Systems Mexico Holdings LLC
	 

	 	CSI Mexico LLC
	 

	 	CSI Sales & Technical Services Inc.
	 

	 	Reynolds Consumer Products Holdings Inc.
	 

	 	Reynolds Consumer Products, Inc.
	 

	 	Reynolds Foil Inc.
	 

	 	Reynolds Group Holdings Inc.
	 

	 	Reynolds Group Issuer LLC
	 

	 	Reynolds Group Issuer Inc.
	 

	 	Reynolds Packaging Machinery Inc.
	 

	 	Reynolds Services Inc.
	 

	 	SIG Combibloc Inc.
	 

	 	SIG Holding USA, Inc.
	 

	 	Southern Plastics Inc.
	 

	 	Closure Systems International Americas, Inc.
	 

	 	Blue Ridge Holding Corp.
	 

	 	Blue Ridge Paper Products Inc.
	 

	 	BRPP, LLC
	 

	 	Evergreen Packaging Inc.
	 

	 	Evergreen Packaging USA Inc.
	 

	 	Evergreen Packaging International (US) Inc.
	 

	 	Reynolds Packaging, Inc.
	 

	 	Reynolds Flexible Packaging Inc.
	 

	 	Ultra Pac, Inc.
	 

	 	Reynolds Food Packaging LLC
	 

	 	Reynolds Packaging Kama Inc.
	 

	 	Reynolds Packaging LLC











 









 








SCHEDULE B

TO THE REAFFIRMATION AGREEMENT




Part I

List of the Reaffirmed Security Documents

Collateral Agent: The Bank of New York Mellon




	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	BRAZIL

	 	Pledge Agreement over
Receivables and other
Credit Rights between
The Bank of New York
Mellon and Closure
Systems International
(Brazil) Sistemas de
Vedação Ltda. dated as
of January 29, 2010.
	 	“Secured Obligations”
	 
	 	 	 	 
	 

	 	Accounts Pledge
Agreement between The
Bank of New York
Mellon and Closure
Systems International
(Brazil) Sistemas de
Vedação Ltda. dated as
of January 29, 2010.	 	 
	 
	 	 	 	 
	 

	 	Pledge Agreement over
Inventory, Equipment
and other Assets
between The Bank of
New York Mellon and
Closure Systems
International (Brazil)
Sistemas de Vedação
Ltda. dated as of
January 29, 2010.	 	 
	 
	 	 	 	 
	 

	 	Quota Pledge Agreement
between The Bank of
New York Mellon,
Closure Systems
International BV,
Closure Systems
International Holdings
Inc. and Closure
Systems International
(Brazil) Sistemas de
Vedação Ltda. dated as
of January 29, 2010.	 	 
	 
	 	 	 	 
	 

	 	Accounts Pledge
Agreement between The
Bank of New York
Mellon and SIG
Combibloc do Brasil
Ltda. dated as of
March 30, 2010.	 	 
	 
	 	 	 	 
	 

	 	Pledge Agreement over
Receivables and other
Credit Rights between
The Bank of New York
Mellon and SIG
Combibloc do Brasil
Ltda. dated as of
March 30, 2010.	 	 
	 
	 	 	 	 
	 

	 	Quota Pledge Agreement
between The Bank of
New York Mellon, SIG
Euro Holding AG & Co.
KGaA, SIG Beverages
Germany GmbH and SIG
Beverages Brasil Ltda.
dated as of March 30,
2010.	 	 
	 
	 	 	 	 
	BRITISH VIRGIN 

ISLANDS

	 	Debenture dated
December 2, 2009
granted by CSI Latin
American Holdings
Corporation.
Share charge dated
December 2, 2009
granted by Closure
Systems International
B.V. over shares in
CSI Latin American
Holdings Corporation.
	 	“Secured Liabilities”






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	CANADA

	 	Canadian General
Security Agreement
dated as of December
2, 2009 granted by
Closure Systems
International (Canada)
Limited to The Bank of
New York Mellon, as
collateral agent.
	 	“Obligations”
	 
	 	 	 	 
	 

	 	Canadian Pledge
Agreement dated as of
December 2, 2009
granted by Closure
Systems International
B.V. to The Bank of
New York Mellon, as
collateral agent,
relating to the shares
in Closure Systems
International (Canada)
Limited .	 	 
	 
	 	 	 	 
	 

	 	Canadian General
Security Agreement
dated as of May 4,
2010 granted by
Evergreen Packaging
Canada Limited in
favour of The Bank of
New York Mellon.	 	 
	 
	 	 	 	 
	 

	 	Canadian Pledge
Agreement dated as of
May 4, 2010 granted by
Evergreen Packaging
International B.V. in
favour of The Bank of
New York Mellon in
respect of shares in
Evergreen Packaging
Canada Limited.	 	 
	 
	 	 	 	 
	 

	 	Deed of Hypothec
granted by Evergreen
Packaging Canada
Limited in favour of
The Bank of New York
Mellon dated June 28,
2010.	 	 
	 
	 	 	 	 
	 

	 	Bond issued under said
Deed of Hypothec by
Evergreen Packaging
Canada Limited in
favour of The Bank of
New York Mellon dated
June 28, 2010.	 	 
	 
	 	 	 	 
	 

	 	Bond Pledge Agreement
granted by Evergreen
Packaging Canada
Limited in favour of
The Bank of New York
Mellon dated June 28,
2010.	 	 
	 
	 	 	 	 
	 

	 	Canadian General
Security agreement
dated as of September
1, 2010 between
Reynolds Food
Packaging Canada Inc.
and The Bank of New
York Mellon.	 	 
	 
	 	 	 	 
	 

	 	Canadian Pledge
Agreement dated as of
September 1, 2010
between Reynolds
Packaging
International B.V. and
The Bank of	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	New York
Mellon, relating to
shares in Reynolds
Food Packaging Canada
Inc.	 	 
	 
	 	 	 	 
	 

	 	Deed of Hypothec
granted by Reynolds
Food Packaging Canada
Inc. in favour of The
Bank of New York
Mellon dated September
1, 2010.	 	 
	 
	 	 	 	 
	 

	 	Bond issued under said
Deed of Hypothec by
Reynolds Food
Packaging Canada Inc.
in favour of The Bank
of New York Mellon
dated September 1,
2010.	 	 
	 
	 	 	 	 
	 

	 	Bond Pledge Agreement
granted by Reynolds
Food Packaging Canada
Inc. in favour of The
Bank of New York
Mellon dated September
1, 2010.	 	 
	 
	 	 	 	 
	GERMANY

	 	Notarial Share Pledge
Agreement dated
November 5, 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, as
amended by a notarial
confirmation and
amendment agreement
dated May 4, 2010.
	 	“Obligations”
	 
	 	 	 	 
	 

	 	Notarial share pledge
agreement dated
November 5, 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, as amended by a
notarial confirmation
and amendment
agreement dated May 4,
2010.	 	 
	 
	 	 	 	 
	 

	 	Notarial Share Pledge
Agreement dated
November 5, 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, as
amended by a notarial
confirmation and
amendment	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Notarial Share Pledge
Agreement dated
November 5, 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, as amended by a
notarial confirmation
and amendment
agreement dated May 4,
2010.	 	 
	 
	 	 	 	 
	 

	 	Notarial Share Pledge
Agreement dated
November 5, 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, as
amended by a notarial
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Notarial Share Pledge
Agreement dated
November 5, 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, as
amended by a notarial
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 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, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 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, as amended
by a confirmation and
amendment agreement	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 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, as amended
by a confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 2009 and
entered into between
SIG Beverages Germany
GmbH as pledgor and
The Bank of New York
Mellon as Collateral
Agent and as pledgee
and others as
pledgees, as amended
by a confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
as pledgee and others
as pledgees, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc
Zerspanungstechnik
GmbH as pledgor and
The Bank of New York
Mellon as Collateral
Agent and as pledgee
and others as
pledgees, as amended
by a confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 2009 and
entered into between
SIG Vietnam
Beteiligungs GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
as pledgee and others
as pledgees, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 2009 and
entered into between
SIG International
Services GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
as pledgee and others
as pledgees, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 2009 and
entered into between
SIG Information
Technology GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
as pledgee and others
as pledgees, as
amended by a
confirmation and	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 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, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 2009 and
entered into between
Closure Systems
International
Deutschland GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
as pledgee and others
as pledgees, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 2009 and
entered into between
Closure Systems
International
Deutschland Real
Estate GmbH & Co. KG
(now collapsed into
Closure Systems
International
Deutschland GmbH) as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
as pledgee and others
as pledgees, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 2009, and
entered into between
SIG Combibloc Group AG
as pledgor and The
Bank of New York
Mellon as Collateral
Agent and as pledgee
and others as
pledgees, as amended
by a confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5,	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	2009, and
entered into between
SIG Finanz AG (now
assumed by SIG
Combibloc Group AG by
way of merger
effective June 15,
2010) as pledgor and
The Bank of New York
Mellon as Collateral
Agent and as pledgee
and others as
pledgees, as amended
by a confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 2009, and
entered into between
SIG Schweizerische
Industrie-Gesellschaft
AG as pledgor and The
Bank of New York
Mellon as Collateral
Agent and as pledgee
and others as
pledgees, as amended
by a confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 2009, and
entered into between
SIG allCap AG as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
as pledgee and others
as pledgees, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
as SIG Euro Holding AG
& Co. KGaA assignor
and The Bank of New
York Mellon as
Collateral Agent, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc Holding
GmbH as assignor and
The Bank of New York
Mellon as Collateral
Agent, as amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc Systems
GmbH as assignor and
The Bank of New York
Mellon as Collateral
Agent, as amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Beverages Germany
GmbH as assignor and
The Bank of New York
Mellon as Collateral
Agent, as amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc GmbH as
assignor and The Bank
of New York Mellon as
Collateral Agent, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc
Zerspanungstechnik
GmbH as assignor and
The Bank of New York
Mellon as Collateral
Agent, as amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Vietnam
Beteiligungs GmbH as
assignor and The Bank
of New York Mellon as
Collateral Agent, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG International
Services GmbH as
assignor and The Bank
of New York Mellon as
Collateral Agent, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Information
Technology GmbH as
assignor and The Bank
of New York Mellon as
Collateral Agent, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
Closure Systems
International Holdings
(Germany) GmbH as
assignor and The Bank
of New York Mellon as
Collateral Agent, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
Closure Systems
International
Deutschland GmbH as
assignor and The Bank
of New York Mellon as
Collateral Agent, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
Closure Systems
International
Deutschland Real
Estate GmbH & Co. KG
(now collapsed into
Closure Systems
International
Deutschland GmbH) as
assignor and The Bank
of New York Mellon as
Collateral Agent, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Security Transfer
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc Systems
GmbH as transferor and
The Bank of New York
Mellon as Collateral
Agent, as amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Security Transfer
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc GmbH as
transferor and The
Bank of New York
Mellon as Collateral
Agent, as amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Security Transfer
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc
Zerspanungstechnik
GmbH as transferor and
The Bank of New York
Mellon as Collateral
Agent, as amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	Security Transfer
Agreement dated
November 5, 2009 and
entered into between
Closure Systems
International
Deutschland GmbH as
transferor and The
Bank of New York
Mellon as Collateral
Agent, as amended by a
confirmation and
amendment agreement
dated
May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	IP Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc Systems
GmbH as assignor and
The Bank of New York
Mellon as Collateral
Agent, as amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	IP Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc GmbH as
assignor and The Bank
of New York Mellon as
Collateral Agent, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Security Purpose
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc GmbH and
Closure Systems
International
Deutschland Real
Estate GmbH & Co. KG
(now collapsed into
Closure Systems
International
Deutschland GmbH) as
chargors and The Bank
of New York Mellon as
Collateral Agent
relating to certain
land charges, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	IP Assignment
Agreement dated
December 2, 2009, and
entered into between
SIG Technology AG as
assignor and The Bank
of New York Mellon as
Collateral Agent, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	IP Assignment
Agreement dated
December 2, 2009, and
entered into between
SIG Finanz AG (now
assumed by SIG
Combibloc Group AG by
way of merger
effective June 15,
2010) as assignor and
The Bank of New York
Mellon as	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	Collateral
Agent, as amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
December 2, 2009, and
entered into between
SIG Combibloc
Procurement AG as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
pledgee and others as
pledgees, as amended
by a confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Partnership Interest
Pledge Agreement dated
January 29, 2010, and
entered into between
SIG Reinag AG as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
pledgee and others as
pledgees relating to
the general
partnership interest
in SIG Euro Holding AG
& Co. KGaA, as amended
by a confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Non-notarized Share
Pledge Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc Group AG
as pledgor and The
Bank of New York
Mellon as Collateral
Agent and as pledgee
relating to the shares
in SIG Euro Holding AG
& Co. KGaA, as amended
by a confirmation and
amendment agreement
dated 4 May 2010.	 	 
	 
	 	 	 	 
	JAPAN

	 	Blanket Security Over
Shares Agreement,
dated as of December
2, 2009, among The
Bank of New York
Mellon, as Collateral
Agent, the Secured
Parties (as defined
therein) and Closure
Systems International
B.V.
	 	“Obligations”
	 
	 	 	 	 
	LUXEMBOURG

	 	Share Pledge Agreement
dated November 5, 2009
and entered into
between Reynolds Group
Holdings Limited as
pledgor and the
Collateral Agent, such
pledge being granted
over the shares held
by Reynolds Group
Holdings Limited in
the share capital of
Beverage Packaging
Holdings (Luxembourg)
I S.A.
	 	“Secured Obligations”
	 
	 	 	 	 
	 

	 	Share Pledge Agreement
dated November 5, 2009
and entered into
between Beverage
Packaging Holdings
(Luxembourg) I S.A. as	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	pledgor and the
Collateral Agent, such
pledge being granted
over the shares held
by Beverage Packaging
Holdings (Luxembourg)
I S.A. in the share
capital of Beverage
Packaging Holdings
(Luxembourg) III S.à
r.l.	 	 
	 
	 	 	 	 
	 

	 	Share Pledge Agreement
dated November 5, 2009
and entered into
between Beverage
Packaging Holdings
(Luxembourg) I S.A. as
pledgor and the
Collateral Agent, such
pledge being granted
over the shares held
by Beverage Packaging
Holdings (Luxembourg)
I S.A. in the share
capital of Reynolds
Group Issuer
(Luxembourg) S.A.	 	 
	 
	 	 	 	 
	 

	 	Share Pledge Agreement
dated November 5, 2009
and entered into
between Beverage
Packaging Holdings
(Luxembourg) III S.à
r.l. as pledgor and
the Collateral Agent,
such pledge being
granted over the
shares held by
Beverage Packaging
Holdings (Luxembourg)
III S.à r.l. in the
share capital of
Closure Systems
International
(Luxembourg) S.à r.l.	 	 
	 
	 	 	 	 
	 

	 	Share Pledge Agreement
dated November 5, 2009
and entered into
between Beverage
Packaging Holdings
(Luxembourg) III S.à
r.l. as pledgor and
the Collateral Agent,
such pledge being
granted over the
shares held by
Beverage Packaging
Holdings (Luxembourg)
III S.à r.l. in the
share capital of
Reynolds Consumer
Products (Luxembourg)
S.à r.l.
Pledge Over
Receivables dated
November 5, 2009 and
entered into by
Reynolds Group Issuer
(Luxembourg) S.A. as
pledgor and the
Collateral Agent, such
pledge being granted
over certain
receivables held by
Reynolds Group Issuer
(Luxembourg) S.A.
towards Beverage
Packaging Holdings
(Luxembourg) III S.à
r.l. under a proceeds
loan agreement.	 	 
	 
	 	 	 	 
	 

	 	Pledge Over
Receivables dated
November 5, 2009 and
entered into between
Beverage Packaging
Holdings (Luxembourg)
III S.à r.l. as
pledgor and the
Collateral Agent, such
pledge being granted
over certain
receivables held by
Beverage Packaging
Holdings	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	(Luxembourg)
III S.à r.l. towards
Beverage Packaging
Holdings (Luxembourg)
I S.A.	 	 
	 
	 	 	 	 
	 

	 	Pledge Over
Receivables dated
November 5, 2009 and
entered into between
Beverage Packaging
Holdings (Luxembourg)
I S.A. as pledgor and
the Collateral Agent,
such pledge being
granted over certain
receivables held by
Beverage Packaging
Holdings (Luxembourg)
I S.A. towards
Beverage Packaging
Holdings (Luxembourg)
III S.à r.l.	 	 
	 
	 	 	 	 
	 

	 	Pledge Over
Receivables dated
November 5, 2009 and
entered into between
Beverage Packaging
Holdings (Luxembourg)
II S.A. as pledgor and
the Collateral Agent,
such pledge being
granted over the
claims the pledgor
owns against Beverage
Packaging Holdings
(Luxembourg) I S.A.
under certain proceeds
loans made by Beverage
Packaging Holdings
(Luxembourg) II S.A.
to Beverage Packaging
Holdings (Luxembourg)
I S.A.	 	 
	 
	 	 	 	 
	 

	 	Pledge Over
Receivables dated
November 5, 2009 and
entered into between
SIG Finance
(Luxembourg) S.à r.l.
(in liquidation) as
pledgor and the
Collateral Agent, such
pledge being granted
over certain
receivables held by
SIG Finance
(Luxembourg) S.à r.l.
(in liquidation)
towards Beverage
Packaging Holdings
(Luxembourg) III S.à
r.l. and SIG Austria
Holding GmbH.	 	 
	 
	 	 	 	 
	 

	 	Profit Participating
Bonds Pledge Agreement
dated November 5, 2009
and entered into
between Beverage
Packaging Holdings
(Luxembourg) I S.A. as
pledgor and the
Collateral Agent, such
pledge being granted
over the Bonds (as
defined therein)
issued by Beverage
Packaging Holdings
(Luxembourg) III S.à
r.l. and held by
Beverage Packaging
Holdings (Luxembourg)
I S.A.	 	 
	 
	 	 	 	 
	 

	 	Pledge Over Bank
Accounts dated
November 5, 2009 and
entered into between
SIG Finance
(Luxembourg) S.à r.l.
(in liquidation) as
pledgor and the
Collateral Agent over
certain bank accounts
opened with Société
Générale Bank & Trust.	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	Pledge Over Bank
Accounts dated
November 5, 2009 and
entered into between
Closure Systems
International
(Luxembourg) S.à r.l.
as pledgor and the
Collateral Agent, over
certain bank accounts
opened with the
Luxembourg Account
Bank.	 	 
	 
	 	 	 	 
	 

	 	Pledge Over Bank
Accounts dated
November 5, 2009 and
entered into between
Beverage Packaging
Holdings (Luxembourg)
I S.A. as pledgor and
the Collateral Agent,
over certain bank
accounts opened with
the Luxembourg Account
Bank.	 	 
	 
	 	 	 	 
	 

	 	Pledge Over Bank
Accounts dated
November 5, 2009 and
entered into between
Beverage Packaging
Holdings (Luxembourg)
III S.à r.l. as
pledgor and the
Collateral Agent, over
certain bank accounts
opened with the
Luxembourg Account
Bank.	 	 
	 
	 	 	 	 
	 

	 	Pledge Over Bank
Accounts dated
November 5, 2009 and
entered into between
Reynolds Consumer
Products (Luxembourg)
S.à r.l. as pledgor
and the Collateral
Agent, over certain
bank accounts opened
with the Luxembourg
Account Bank.	 	 
	 
	 	 	 	 
	 

	 	Pledge Over Bank
Accounts dated
November 5, 2009 and
entered into between
Reynolds Group Issuer
(Luxembourg) S.A. as
pledgor and the
Collateral Agent, over
certain bank accounts
opened with the
Luxembourg Account
Bank.	 	 
	 
	 	 	 	 
	 

	 	Pledge Over
Receivables dated
December 2, 2009 and
entered into between
Reynolds Group
Holdings Limited as
pledgor and the
Collateral Agent in
the presence of
Beverage Packaging
Holdings (Luxembourg)
I S.A., such pledge
being granted over
certain receivables
held by Reynolds Group
Holdings Limited
towards Beverage
Packaging Holdings
(Luxembourg) I S.A.
under an intercompany
loan agreement.	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	Share Pledge Agreement
dated January 29, 2010
and entered into
between SIG Asset
Holdings Limited as
pledgor and the
Collateral Agent in
the presence of SIG
Finance (Luxembourg)
S.à r.l. (in
liquidation), such
pledge to be granted
over the shares held
by SIG Asset Holdings
Limited in the share
capital of SIG Finance
(Luxembourg) S.à r.l.
(in liquidation).	 	 
	 
	 	 	 	 
	 

	 	Pledge Over
Receivables dated
February 23, 2010 and
entered into between
Beverage Packaging
Holdings (Luxembourg)
I S.A. as pledgor and
the Collateral Agent
in the presence of SIG
Austria Holding GmbH
and SIG Euro Holding
AG & Co. KGaA, such
pledge being granted
over certain
receivables held by
Beverage Packaging
Holdings (Luxembourg)
I S.A. towards SIG
Austria Holding GmbH
and SIG Euro Holding
AG & Co. KGaA under
certain intercompany
loan agreements.	 	 
	 
	 	 	 	 
	 

	 	Pledge Over Shares
Agreement dated May 4,
2010 between SIG
Combibloc Holding GmbH
and The Bank of New
York Mellon in respect
of shares in Evergreen
Packaging (Luxembourg)
S.à r.l.	 	 
	 
	 	 	 	 
	 

	 	Pledge Over Bank
Accounts dated May 4,
2010 between Evergreen
Packaging (Luxembourg)
S.à r.l and The Bank
of New York Mellon.
Pledge Over
Receivables dated May
4, 2010 between
Beverage Packaging
Holdings (Luxembourg)
III S.à r.l. and The
Bank of New York
Mellon.	 	 
	 
	 	 	 	 
	MEXICO

	 	Floating Lien Pledge
Agreement (Contrato de
Prenda sin Transmisión
de Posesión) dated
January 29, 2010
executed by and among
Grupo CSI de México,
S. de R.L. de C.V.,
CSI en Saltillo, S. de
R.L. de C.V., CSI en
Ensenada, S. de R.L.
de C.V., CSI
Tecniservicio, S. de
R.L. de C.V., Bienes
Industriales del
Norte, S.A. de C.V.,
and Técnicos de Tapas
Innovativas, S.A. de
C.V. as pledgors, and
The Bank of New York
Mellon
	 	“Obligaciones Garantizadas”






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	acting solely
in its capacity as
Collateral Agent on
behalf and for the
benefit of the Secured
Parties, as pledgee as
pledgee.	 	 
	 
	 	 	 	 
	 

	 	Equity Interests
Pledge Agreement
(Contrato de Prenda
sobre Acciones y
Partes Sociales) dated
January 29, 2010
executed by and among
Grupo CSI de México,
S. de R.L. de C.V.,
Closure Systems
International B.V.,
CSI Mexico LLC, CSI en
Saltillo, S. de R.L.
de C.V., and Closure
Systems Mexico
Holdings LLC, as
pledgors, and The Bank
of New York Mellon
acting solely in its
capacity as Collateral
Agent on behalf and
for the benefit of the
Secured Parties, as
pledgee, with the
acknowledgment of
Bienes Industriales
del Norte, S.A. de
C.V., Técnicos de
Tapas Innovativas,
S.A. de C.V., CSI
Tecniservicio, S. de
R.L. de C.V., and CSI
en Ensenada, S. de
R.L. de C.V.	 	 
	 
	 	 	 	 
	 

	 	Irrevocable Security
Trust Agreement with
Reversion Rights
number F/00737
(Contrato de
Fideicomiso de
Garantía con Derechos
de Reversión No.
F/00737), dated
January 29, 2010
executed by and among
CSI en Saltillo, S. de
R.L. de C.V., as
trustor, The Bank of
New York Mellon, S.A.,
Institución de Banca
Múltiple, as trustee,
and The Bank of New
York Mellon acting
solely in its capacity
as Collateral Agent on
behalf and for the
benefit of the Secured
Parties, as first
place beneficiary.	 	 
	 
	 	 	 	 
	 

	 	Floating Lien Pledge
Agreement (Contrato de
Prenda sin Transmisión
de Posesión) dated May
4, 2010, executed by
and between Evergreen
Packaging Mexico, S.
de R.L. de C.V., as
pledgor, and The Bank
of New York Mellon
acting solely in its
capacity as Collateral
Agent on behalf and
for the benefit of the
Secured Parties, as
pledgee.	 	 
	 
	 	 	 	 
	 

	 	Partnership Interest
Pledge Agreement
(Contrato de Prenda
sobre Parte Social)
dated May 4, 2010,
executed by and
between Evergreen
Packaging
International B.V., as	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	pledgor, and The Bank
of New York Mellon
acting solely in its
capacity as Collateral
Agent on behalf and
for the benefit of the
Secured Parties, as
pledgee, with the
acknowledgment of
Evergreen Packaging
Mexico, S. de R.L. de
C.V.	 	 
	 
	 	 	 	 
	 

	 	Floating Lien Pledge
Agreement (Contrato de
Prenda sin Transmisión
de Posesión) dated
September 1, 2010,
executed by and among
Maxpack, S. de R.L. de
C.V. and Reynolds
Metals Company de
Mexico, S. de R.L. de
C.V., as pledgors, and
The Bank of New York
Mellon acting solely
in its capacity as
Collateral Agent on
behalf and for the
benefit of the Secured
Parties, as pledgee.	 	 
	 
	 	 	 	 
	 

	 	Partnership Interests
Pledge Agreement
(Contrato de Prenda
sobre Partes Sociales)
dated September 1,
2010, executed by and
among Reynolds
Packaging
International B.V.,
Closure Systems
International B.V. and
Reynolds Metals
Company de Mexico, S.
de R.L. de C.V., as
pledgors, and The Bank
of New York Mellon
acting solely in its
capacity as Collateral
Agent on behalf and
for the benefit of the
Secured Parties, as
pledgee, with the
acknowledgment of
Maxpack, S. de R.L. de
C.V.	 	 
	 
	 	 	 	 
	NETHERLANDS

	 	Notarial Deed of
Pledge of Registered
Shares dated November
5, 2009 between
Closure Systems
International
(Luxembourg) S.à r.l.
as pledgor, the
Pledgee and Closure
Systems International
B.V. as the Company.
	 	“Secured Obligations”
	 
	 	 	 	 
	 

	 	Notarial deed of
pledge of registered
shares dated November
5, 2009 between
Reynolds Consumer
Products (Luxembourg)
S.à r.l. as pledgor,
the Pledgee and
Reynolds Consumer
Products International
B.V. as the Company.	 	 
	 
	 	 	 	 
	 

	 	Disclosed Pledge of
Bank Accounts dated
November 5, 2009
between Closure
Systems International
B.V. and Reynolds
Consumer Products
International B.V. and
the Pledgee (as
defined therein).	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	Disclosed Pledge of
Bank Accounts dated
May 4, 2010 between
Evergreen Packaging
International B.V. and
The Bank of New York
Mellon.	 	 
	 
	 	 	 	 
	 

	 	Notarial Deed of
Pledge of Registered
Shares dated May 4,
2010 between Evergreen
Packaging (Luxembourg)
S.à.r.l and The Bank
of New York Mellon in
respect of shares in
Evergreen Packaging
International B.V.	 	 
	 
	 	 	 	 
	 

	 	Disclosed Pledge of
Bank Accounts dated
September 1, 2010
between Reynolds
Packaging
International B.V. and
The Bank of New York
Mellon.	 	 
	 
	 	 	 	 
	 

	 	Notarial Deed of
Pledge of Registered
Shares dated September
1, 2010 between
Closure Systems
International B.V. and
The Bank of New York
Mellon in respect of
shares in Reynolds
Packaging
International B.V.	 	 
	 
	 	 	 	 
	NEW ZEALAND

	 	General Security Deed
(first ranking) dated
November 5, 2009
between Reynolds Group
Holdings Limited as
Chargor and The Bank
of New York Mellon in
its capacity as
Collateral Agent
	 	“Secured Liabilities”
	 
	 	 	 	 
	 

	 	Specific Security Deed
(first ranking) dated
November 5, 2009
between Reynolds Group
Holdings Limited as
Chargor and The Bank
of New York Mellon in
its capacity as
Collateral Agent	 	 
	 
	 	 	 	 
	UNITED KINGDOM

	 	Debenture granted by
Reynolds Subco (UK)
Limited (formerly,
BACO Consumer Products
Limited) dated
December 2, 2009.
	 	“Secured Liabilities”
	 
	 	 	 	 
	 

	 	Security Over Shares
Agreement over shares
in Closure Systems
International (UK)
Limited granted by
Closure Systems
International B.V.
dated December 2,
2009.	 	 
	 
	 	 	 	 
	 

	 	Debenture granted by
Closure Systems
International (UK)
Limited dated December
2, 2009.	 	 
	 
	 	 	 	 
	 

	 	Security Over Shares Agreement over shares in	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	Reynolds Consumer
Products (UK) Limited
granted by Reynolds
Consumer Products
International B.V.
dated December 2,
2009.	 	 
	 
	 	 	 	 
	 

	 	Debenture granted by
Reynolds Consumer
Products (UK) Limited
dated December 2,
2009.	 	 
	 
	 	 	 	 
	 

	 	Debenture granted by
SIG Combibloc Limited
dated December 2,
2009.	 	 
	 
	 	 	 	 
	 

	 	Security Over Shares Agreement over
shares in SIG Holdings (UK)
Limited granted by SIG
Finanz AG (now assumed
by SIG Combibloc Group
AG by way of merger
effective June 15,
2010) dated December
2, 2009.	 	 
	 
	 	 	 	 
	 

	 	Debenture granted by
SIG Holdings (UK)
Limited dated December
2, 2009.	 	 
	 
	 	 	 	 
	 

	 	Security Assignment of
Contractual Rights
under a global loan
agreement dated
November 5, 2009
granted by Reynolds
Consumer Products
International B.V. in
favour of The Bank of
New York Mellon as
collateral agent dated
March 10, 2010.	 	 
	 
	 	 	 	 
	 

	 	Security Assignment of
Contractual Rights
dated December 2, 2009
entered into by and
between The Bank of
New York Mellon and
Beverage Packaging
Holdings (Luxembourg)
III S.à r.l relating
to loans made to SIG
Euro Holding AG & Co
KGaA and Closure
Systems International
B.V.	 	 
	 
	 	 	 	 
	 

	 	Security Assignment of
Contractual Rights
under a global loan
agreement dated
November 5, 2009
granted by Closure
Systems International
B.V. in favour of The
Bank of New York
Mellon as collateral
agent dated March 10,
2010.	 	 
	 
	 	 	 	 
	 

	 	Security Assignment of
Contractual Rights
under a global loan
agreement dated
November 5, 2009
granted by Closure
Systems International
(Luxembourg) S.à r.l
in favour of The Bank
of New York Mellon as
collateral	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	agent dated
March 10, 2010.	 	 
	 
	 	 	 	 
	 

	 	Security Assignment of
Contractual Rights
under a global loan
agreement dated
November 5, 2009
granted by Reynolds
Consumer Products
(Luxembourg) S.à r.l
in favour of The Bank
of New York Mellon as
collateral agent dated
March 10, 2010.	 	 
	 
	 	 	 	 
	 

	 	Security Assignment of
Contractual Rights
under a specific
contract (of around
EUR (7 million))
between Beverage
Packaging Holdings
(Luxembourg) I S.A. as
lender and SIG Austria
Holding GmbH as
borrower dated
February 23, 2010.	 	 
	 
	 	 	 	 
	 

	 	Security Over Shares
Agreement between SIG
Combibloc Holding GmbH
and The Bank of New
York Mellon, in
respect of the shares
in SIG Combibloc
Limited dated August
16, 2010.	 	 
	 
	 	 	 	 
	 

	 	Debenture between IVEX
Holdings, Ltd. and The
Bank of New York
Mellon dated September
1, 2010.	 	 
	 
	 	 	 	 
	 

	 	Debenture between Kama
Europe Limited and The
Bank of New York
Mellon dated September
1, 2010.	 	 
	 
	 	 	 	 
	 

	 	Security Over Shares
Agreement between
Reynolds Packaging
International B.V. and
The Bank of New York
Mellon, relating to
shares in Ivex
Holdings, Ltd dated
September 1, 2010.	 	 
	 
	 	 	 	 
	UNITED STATES

	 	U.S. Collateral
Agreement, dated as of
November 5, 2009,
among Reynolds Group
Holdings, Inc.,
Reynolds Consumer
Products Holdings
Inc., Closure Systems
International Holdings
Inc., Reynolds Group
Issuer LLC, Reynolds
Group Issuer Inc.,
each Subsidiary of
Holdings from time to
time party thereto and
The Bank of New York
Mellon, as Collateral
Agent.
	 	“Obligations”
	 
	 	 	 	 
	 

	 	Patent Security
Agreement dated as of
September 1, 2010
between Ultra Pac,
Inc., Reynolds	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	Food
Packaging LLC,
Reynolds Packaging LLC
and The Bank of New
York Mellon.	 	 
	 
	 	 	 	 
	 

	 	Trademark Security
Agreement dated as of
September 1, 2010
between Ultra Pac,
Inc., Reynolds Food
Packaging LLC,
Reynolds Packaging LLC
and The Bank of New
York Mellon.	 	 











 









 








SCHEDULE B

TO THE REAFFIRMATION AGREEMENT




Part II

List of the Reaffirmed Security Documents

Collateral Agent: Wilmington Trust




	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	AUSTRALIA

	 	Equitable Mortgage of
Shares dated June 17,
2010 between Whakatane
Mill Limited as mortgagor
and Wilmington Trust
(London) Limited as
mortgagee relating to the
Share shares in Whakatane
Mill Australia Pty
Limited.
	 	“Secured Liabilities”
	 
	 	 	 	 
	AUSTRIA

	 	Share Pledge Agreement
dated March 4, 2010 over
the shares in SIG Austria
Holding GmbH granted by
SIG Finanz AG (now
assumed by SIG Combibloc
Group AG by way of merger
effective June 15, 2010)
in favour of the
Collateral Agent.
	 	“Secured Obligations”
	 
	 	 	 	 
	 

	 	Share Pledge Agreement
dated March 4, 2010 over
the shares in SIG
Combibloc GmbH granted by
SIG Finanz AG (now
assumed by SIG Combibloc
Group AG by way of merger
effective June 15, 2010)
in favour of the
Collateral Agent.	 	 
	 
	 	 	 	 
	COSTA RICA

	 	Pledge of Quotas
Agreement, executed by
Closure Systems
International B.V. This
document was executed on
January 29, 2010, by
Closure Systems
International B.V. (as
Pledgor) and also by
Wilmington Trust (London)
Limited (as Pledgee).
	 	“Obligations”
	 
	 	 	 	 
	GERMANY

	 	Account Pledge Agreement
dated February 3, 2010
entered into between SIG
Asset Holdings Limited as
pledgor Wilmington Trust
(London) Limited as
Collateral Agent and as
pledgee and others as
pledges, as amended by a
confirmation and
amendment agreement dated
4 May 2010.
	 	“Obligations”
	 
	 	 	 	 
	GUERNSEY

	 	Security Interest
Agreement over Securities
relating to SIG Asset
Holdings Limited dated
January 29, 2010 between
SIG Combibloc Group AG
and Wilmington Trust
(London) Limited as
Collateral Agent
	 	“Obligations”
	 
	 	 	 	 
	 

	 	Security Interest
Agreement over Third
Party Bank Account of SIG
Asset Holdings Limited
dated January 29, 2010
between SIG Asset
Holdings Limited and
Wilmington Trust (London)
Limited as Collateral
Agent	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	HONG KONG

	 	Security over Shares
Agreement dated February
25, 2010 entered into by
Closure Systems
International B.V. over
its shares in Closure
Systems International
(Hong Kong) Limited.
	 	“Secured Liabilities”
	 
	 	 	 	 
	 

	 	Security over Shares
Agreement dated February
25, 2010 entered into by
SIG Finanz AG (now
assumed by SIG Combibloc
Group AG by way of merger
effective June 15, 2010)
over its shares in SIG
Combibloc Limited.	 	 
	 
	 	 	 	 
	 

	 	Debenture granted by
Closure Systems
International (Hong Kong)
Limited dated February
25, 2010.	 	 
	 
	 	 	 	 
	 

	 	Debenture granted by SIG
Combibloc Limited dated
February 25, 2010.	 	 
	 
	 	 	 	 
	 

	 	Debenture granted by
Evergreen Packaging (Hong
Kong) Limited dated May
4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Security over shares
agreement dated May 4,
2010 entered into by
Evergreen Packaging
International B.V. over
its shares in Evergreen
Packaging (Hong Kong)
Limited.	 	 
	 
	 	 	 	 
	HUNGARY

	 	Quota Charge Agreement
dated January 29, 2010
over quotas in CSI
Hungary Kft granted by
Closure Systems
International B.V. in
favour of Wilmington
Trust (London) Limited.
	 	“Obligations”
	 
	 	 	 	 
	 

	 	Quota Charge Agreement
dated January 29, 2010
over quotas in Closure
Systems International
Holdings (Hungary) Kft
granted by Closure
Systems International
B.V. in favour of
Wilmington Trust (London)
Limited.	 	 
	 
	 	 	 	 
	 

	 	Agreement Constituting
Floating Charge dated
January 29, 2010 granted
by Closure Systems
International Holdings
(Hungary) Kft in favour
of Wilmington Trust
(London) Limited.	 	 
	 
	 	 	 	 
	 

	 	Charge and Security
Deposit Over Bank
Accounts Agreement dated
January 29, 2010 granted
by Closure Systems
International Holdings
(Hungary) Kft in favour
of Wilmington Trust
(London) Limited.	 	 






 









 






	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	 

	 	Agreement Constituting
Floating Charge dated
January 29, 2010 granted
by CSI Hungary Kft in
favour of Wilmington
Trust (London) Limited.	 	 
	 
	 	 	 	 
	 

	 	Agreement Constituting
Framework Fixed Charge
Over Moveable Assets
dated January 29, 2010
granted by CSI Hungary
Kft in favour of
Wilmington Trust (London)
Limited.	 	 
	 
	 	 	 	 
	 

	 	Charge and Security
Deposit Over Bank
Accounts Agreement dated
January 29, 2010 granted
by CSI Hungary Kft in
favour of Wilmington
Trust (London) Limited.	 	 
	 
	 	 	 	 
	NEW ZEALAND

	 	General Security Deed
dated May 28, 2010
between Whakatane Mill
Limited and Wilmington
Trust (London) Limited.
	 	“Secured Liabilities”
	 
	 	 	 	 
	 

	 	Specific Security Deed
dated May 28, 2010 in
respect of shares in
Whakatane Mill Limited,
between SIG Combibloc
Holding GmbH and
Wilmington Trust (London)
Limited.	 	 
	 
	 	 	 	 
	 

	 	Real property mortgages
given by Whakatane Mill
Limited in respect of the
following certificates of
title: SA685/3;
SA658/133; SA657/97;
SA1743/3; SA942/52;
SA5B/958; SA26C/782;
SA1006/36; SA1443/56 and
SA802/138.	 	 
	 
	 	 	 	 
	THAILAND

	 	Share Pledge Agreement in
respect of shares in SIG
Combibloc Ltd granted by
SIG Combibloc Holding
GmbH dated January 29,
2010 between SIG
Combibloc Holding GmbH as
pledgor, Wilmington Trust
(London) Limited as
collateral agent and the
Secured Parties (as
defined therein).
	 	“Obligations”
	 
	 	 	 	 
	UNITED KINGDOM

	 	Security Over Cash
Agreement granted by CSI
Hungary Gyarto es
Kereskedelmi Kft, dated
January 29, 2010, in
favour of Wilmington
Trust (London) Limited as
the collateral agent.
	 	“Secured Liabilities”











 









 








SCHEDULE C

TO THE REAFFIRMATION AGREEMENT




Grantors Reaffirming Guarantees Only




Australia:

Whakatane Mill Australia Pty Limited




Costa Rica:

CSI Closure Systems Manufacturing de Centro America, S.R.L.




Japan:

Closure Systems International Japan, Limited

Closure Systems International Holdings (Japan) KK




 









 





SCHEDULE D

TO THE REAFFIRMATION AGREEMENT




Excluded Grantors




Austria:

SIG Combibloc GmbH

SIG Combibloc GmbH & Co KG

SIG Austria Holding GmbH




Thailand:

SIG Combibloc Ltd.









 









 








SCHEDULE E

TO THE REAFFIRMATION AGREEMENT




Limitations



(a) Notwithstanding any other provisions of the Credit Agreement or any other Credit Document, the
obligations of any Guarantor incorporated in Luxembourg (the “Luxembourg Guarantor”) under
(i) Section 10.01 of the Credit Agreement, (ii) Article X of the Senior Secured Notes Indenture in
respect of the 7.75% Senior Secured Notes due 2016, (iii) Article X of the Senior Unsecured Notes
Indenture in respect of the 8.5% Senior Unsecured Notes due 2018, (iv) Article X of the Senior
Secured Notes Indenture in respect of the 7.125% Senior Secured Notes due 2019, (v) Article X of
the Senior Unsecured Notes Indenture in respect of the 9.000% Senior Unsecured Notes due 2019 and
(vi) any other guarantee commitment contained in an agreement, including, but not limited to, any
facility, loan agreement or indenture which Holdings and the Administrative Agent agree is subject
to this limitation, in each case in respect of the obligations of any Loan Party that is not a
direct or indirect subsidiary of such Luxembourg Guarantor (in this Schedule the “Luxembourg
Guarantees”), shall be limited at any time to an aggregate amount not exceeding the higher of
90%:




     a. the Luxembourg Guarantor’s own funds (capitaux propres), as referred to in article 34 of
the Luxembourg Law dated 19 December 2002 concerning the trade and companies register and the
accounting and annual accounts of undertakings (the “2002 Law”) as at the date of demand of payment
under the Luxembourg Guarantees, increased by the amount of any Luxembourg Intra-Group Liabilities
(as defined below); and



     b. the Luxembourg Guarantor’s own funds (capitaux propres), as referred to in article 34 of
the 2002 Law as at the date of entry into any of the Luxembourg Guarantees, increased by the amount
of any Luxembourg Intra-Group Liabilities (as defined below).


(b) The limitation set forth in the above clause (a) shall not apply to any amounts due by a Loan
Party which has been directly or indirectly advanced to such Luxembourg Guarantor or any of its
subsidiaries.



(c) The term “Luxembourg Intra-Group Liabilities” means any amounts owed by the Guarantor to
Holdings or any Subsidiaries that have not been financed (directly or indirectly) by any
indebtedness under the Credit Documents.



(d) For the avoidance of doubt, the limitation set forth in the above clause (a) shall not apply to
or in any way limit any security interests granted by a collateral agreement entered into by a
Luxembourg Guarantor.



(e) The obligations of each Luxembourg Guarantor under the Luxembourg Guarantees shall not include
any obligations that, if incurred, would constitute a breach of the provisions on financial
assistance as defined by Article 49-6 of the Luxembourg law of 10 August 1915 on commercial
companies, as amended, to the extent applicable, at the date of the Luxembourg Guarantees, to
Luxembourg Guarantors having the form of a private limited liability company.