exv10w5w4






Exhibit 10.5.4



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 February 1, 2011 (this
“Agreement”), among (a) Reynolds Group Holdings Limited
(“Holdings”), (b) Reynolds Group Issuer (Luxembourg) S.A. (“Lux
Issuer”), Reynolds Group Issuer LLC (“LLC Issuer”) and Reynolds
Group Issuer Inc. (“Inc. Issuer”) (collectively, the
“Issuers”), (c) the Grantors listed on Schedule A hereto
(the “Security Reaffirming Parties”), (d) Credit Suisse AG, as
administrative agent (in such capacity, the “Administrative Agent”)
under the Credit Agreement (as defined below), (e) The Bank of New York
Mellon, as trustee (in such capacity, the “Trustee”) under the
Senior Secured Notes Indenture (as defined below), (f) The Bank of New York
Mellon, as trustee under the 2010 Senior Secured Notes Indenture (as
defined below) (in such capacity, the “2010 Trustee”), (g) The Bank
of New York Mellon, as trustee under the 2009 Senior Secured Notes
Indenture (as defined below) (in such capacity, the “2009 Trustee”)
and (h) 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 2009 Trustee, the Collateral Agents and the
Security Reaffirming Parties, among others, 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, 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
Lenders extended certain credits to the Borrowers.




          C. The Issuers (as successors to the issuers under the 2009 Senior Secured Notes
Indenture), the Collateral Agents, the 2009 Trustee and The Bank of New York Mellon, London Branch,
as paying agent, among others, entered into an indenture, dated as of November 5, 2009 (the
“2009 Senior Secured Notes Indenture”), pursuant to which the Issuers issued debt
securities (the “2009 Senior Secured Notes”).





 









 





2



          D. The Issuers (as successors to the Escrow Issuers (as defined in the 2010 Senior
Secured Notes Indenture)), the Collateral Agents, the 2010 Trustee and The Bank of New York Mellon,
London Branch, as paying agent, among others, entered into an indenture, dated as of October 15,
2010 (the “2010 Senior Secured Notes Indenture”), pursuant to which the Issuers issued debt
securities (the “2010 Senior Secured Notes”). On November 16, 2010, in connection with such
issuance, the 2010 Trustee became a party to the First Lien Intercreditor Agreement pursuant to
Section 5.02(c) thereof.




          E. The Issuers, the Collateral Agents, the Trustee and The Bank of New York Mellon,
London Branch, as paying agent, among others, have entered into an indenture, dated on or about the
date of this Agreement (the “Senior Secured Notes Indenture”), pursuant to which the
Issuers will issue, on the date of this Agreement, debt securities (the “New Senior Secured
Notes”). On the date hereof, in connection with such issuance, the Trustee has become a party
to the First Lien Intercreditor Agreement pursuant to Section 5.02(c) thereof.




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




          G. Each Security Reaffirming Party expects to realize, or has realized, direct and
indirect benefits as a result of the issuance of the New Senior Secured Notes and the consummation
of the transactions contemplated thereby.




          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 issuance of the New Senior Secured Notes, each of the Security
Documents (each as may have been amended and/or confirmed prior to the date hereof) 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 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 of the Security Reaffirming Parties hereby confirms and agrees
that, with respect to any Reaffirmed Security Document to which it is a party, 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 certain of the documentation listed in Schedule B that is
governed by the laws of Quebec and Germany).




     (c) 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



 









 





3


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 issuance of the New Senior Secured
Notes and the Secured Notes Designation.




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



ARTICLE II




Representations and Warranties



          SECTION 2.01. Organization; Powers. Each Security Reaffirming Party hereby
represents and warrants as of the date hereof that such Security 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 Security Reaffirming Party hereby
represents and warrants as of the date hereof that the entry by such Security 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 Security Reaffirming Party hereby
represents and warrants as of the date hereof that this Agreement has been duly executed and
delivered by each such Security Reaffirming Party and, subject to the Legal Reservations,
constitutes a legal, valid and binding obligation of such Security Reaffirming Party enforceable
against such Security Reaffirming Party in accordance with its terms.




          SECTION 2.04. Grantors. Holdings hereby represents and warrants as of the
date hereof that each Security Reaffirming Party and the Grantors listed on Schedule C
(which are not signatories 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
Security Reaffirming Party, the Collateral Agents, the Administrative Agent, the Trustee, the 2010
Trustee and the 2009 Trustee shall have been received by each of the Collateral Agents, the
Administrative Agent, the






 









 






4


Trustee, the 2010 Trustee and the 2009 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 LAWS 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.




          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 	 






	 	 	 	 	 
	CSI LATIN AMERICAN HOLDINGS CORPORATION 

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 




	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL (CANADA)
LIMITED

 

	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorised Signatory 	 
	 



	 	 	 	 	 
	EVERGREEN PACKAGING CANADA LIMITED

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorised Signatory 	 
	 



	 	 	 	 	 
	NEWSPRING CANADA INC.

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorised Signatory 	 
	 



	 	 	 	 	 
	798795 ONTARIO LIMITED

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorised Signatory 	 
	 



	 	 	 	 	 
	PACTIV CANADA INC.

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorised Signatory 	 
	 










 









 










	 	 	 	 	 
	REYNOLDS FOOD PACKAGING CANADA INC. 

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorised Signatory 	 




	 	 	 	 	 
	SIG ASSET HOLDINGS LIMITED 

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorised Signatory 	 




	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL 

(HONG KONG) LIMITED

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 



	 	 	 	 	 
	EVERGREEN PACKAGING (HONG KONG) LIMITED

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 



	 	 	 	 	 
	SIG COMBIBLOC LIMITED

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 




	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL 

HOLDINGS (HUNGARY) KFT.

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 



	 	 	 	 	 
	CSI HUNGARY KFT.

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	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/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	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/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	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,

registered 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/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	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/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	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/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorised Signatory 	 
	 






 









 















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

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 



	 	 	 	 	 
	CSI EN ENSENADA, S. DE R.L. DE C.V.

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 



	 	 	 	 	 
	CSI EN SALTILLO, S. DE R.L. DE C.V.

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 



	 	 	 	 	 
	CSI TECNISERVICIO, S. DE R.L. DE C.V.

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 



	 	 	 	 	 
	EVERGREEN PACKAGING MEXICO, S. DE R.L. DE C.V.

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 







 









 











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

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 



	 	 	 	 	 
	MAXPACK, S. DE R.L. DE C.V.

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 



	 	 	 	 	 
	REYNOLDS METALS COMPANY DE MEXICO,

S. DE R.L. DE C.V.

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 



	 	 	 	 	 
	TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 







 









 






	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL B.V. 

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Its authorised representative 	 
	 
	EVERGREEN PACKAGING INTERNATIONAL B.V.

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Its authorised representative 	 
	 



	 	 	 	 	 
	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.

 

	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Its authorised representative 	 
	 



	 	 	 	 	 
	REYNOLDS PACKAGING INTERNATIONAL B.V.

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Its authorised representative 	 




	 	 	 	 	 
	REYNOLDS GROUP HOLDINGS LIMITED 

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 



	 	 	 	 	 
	 	and witnessed by

 
	 
	 	 	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Address: Sydney, Australia
Occupation:  Attorney 	 
	 



	 	 	 	 	 
	WHAKATANE MILL LIMITED

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 



	 	 	 	 	 
	 	and witnessed by

 
	 
	 	  	                 /s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Address: Sydney, Australia


Occupation:  Attorney 	 
	 










 









 








	 	 	 	 	 
	SIG COMBIBLOC GROUP AG 

 
	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	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 	 
	 



	 	 	 	 	 
	J. & W. BALDWIN (HOLDINGS) LIMITED

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



	 	 	 	 	 
	KAMA EUROPE LIMITED

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



	 	 	 	 	 
	OMNI-PAC U.K. LIMITED

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











 









 








	 	 	 	 	 
	THE BALDWIN GROUP 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

 
	 
	 	By  	/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 	 
	 



	 	 	 	 	 
	NEWSPRING INDUSTRIAL CORP.

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



	 	 	 	 	 
	PACTIV CORPORATION

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 





 









 








	 	 	 	 	 
	PACTIV FACTORING LLC 

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	PACTIV GERMANY HOLDINGS, INC.

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	PACTIV INTERNATIONAL HOLDINGS, INC.

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	PACTIV MANAGEMENT COMPANY LLC

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	PACTIV RETIREMENT ADMINISTRATION LLC

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	PACTIV RSA LLC

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 





 









 








	 	 	 	 	 
	PCA WEST INC. 

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	PWP INDUSTRIES, INC.

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	PWP HOLDINGS, INC.

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	PRAIRIE PACKAGING, INC.

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.

 
	 
	 	By  	/s/ Cindi Lefari
 	 
	 	 	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/ Helen Dorothy Golding
 	 
	 	 	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/ Robert Hetu
 	 
	 	 	Name:  	Robert Hetu 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 
	 
	 	By:  	/s/ Kevin Buddhdew
 	 
	 	 	Name:  	Kevin Buddhdew 	 
	 	 	Title:  	Associate 	 





	 	 	 	 	 
	THE BANK OF NEW YORK MELLON, in

its capacity as Collateral Agent,

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



	 	 	 	 	 
	THE BANK OF NEW YORK MELLON, in its

capacity as Trustee, 2010 Trustee and

2009 Trustee,

 
	 
	 	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:  	Director 	 
	 






 









 








SCHEDULE A

TO REAFFIRMATION AGREEMENT




List of the Security Reaffirming Parties




	 	 	 
	JURISDICTION	 	ENTITY
	BRITISH VIRGIN ISLANDS

	 	CSI Latin American Holdings Corporation
	 
	 	 
	CANADA

	 	Closure Systems International (Canada) Limited

Reynolds Food Packaging Canada Inc.

Evergreen Packaging Canada Limited

Newspring Canada Inc.

798795 Ontario Limited

Pactiv Canada Inc.
	 
	 	 
	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.

Reynolds Group Issuer (Luxembourg) S.A.

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
	 
	 	 
	SWITZERLAND

	 	SIG Combibloc Group 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

The Baldwin Group Limited

J. & W. Baldwin (Holdings) Limited

Omni-Pac U.K. Limited
	 
	 	 
	UNITED STATES

	 	Bakers Choice Products, Inc.

Closure Systems International Holdings Inc.






 









 






	 	 	 
	JURISDICTION	 	ENTITY
	 

	 	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

Pactiv Corporation

Pactiv Factoring LLC

Pactiv RSA LLC

Pactiv Retirement Administration LLC

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv Management Company LLC

PCA West Inc.

Prairie Packaging, Inc.

PWP Holdings, Inc.

PWP Industries, Inc.

Newspring Industrial Corp.











 









 








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
	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”
	 
	 	 	 	 
	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.	 	 






 









 






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

	 	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 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.	 	 
	 
	 	 	 	 
	 

	 	Deed of Hypothec
granted by
Evergreen Packaging
Canada Limited in
favour of The Bank
of New York Mellon
dated November 16,
2010.	 	 
	 
	 	 	 	 
	 

	 	Bond issued under
said Deed of
Hypothec by
Evergreen Packaging
Canada Limited in
favour of The Bank
of New York Mellon
dated November 16,
2010.	 	 
	 
	 	 	 	 
	 

	 	Bond Pledge
Agreement granted
by Evergreen
Packaging Canada
Limited in favour
of The Bank of New
York Mellon dated
November 16, 2010.	 	 
	 
	 	 	 	 
	 

	 	Deed of Hypothec
granted by Reynolds
Food Packaging
Canada Inc. in
favour of The Bank
of New York Mellon
dated November 16,
2010.	 	 






 









 






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

	 	Bond issued under
said Deed of
Hypothec by
Reynolds Food
Packaging Canada
Inc. in favour of
The Bank of New
York Mellon dated
November 16, 2010	 	 
	 
	 	 	 	 
	 

	 	Bond Pledge
Agreement granted
by Reynolds Food
Packaging Canada
Inc. in favour of
The Bank of New
York Mellon dated
November 16, 2010	 	 
	 
	 	 	 	 
	 

	 	Canadian General
Security Agreement
dated as of
November 16, 2010
between Pactiv
Canada Inc. and The
Bank of New York
Mellon.	 	 
	 
	 	 	 	 
	 

	 	Canadian Pledge
Agreement dated as
of November 16,
2010 between 798795
Ontario Limited and
The Bank of New
York Mellon,
relating to shares
in Pactiv Canada
Inc.	 	 
	 
	 	 	 	 
	 

	 	Canadian General
Security Agreement
dated as of
November 16, 2010
between Newspring
Canada Inc. and The
Bank of New York
Mellon.	 	 
	 
	 	 	 	 
	 

	 	Canadian Pledge
Agreement dated as
of November 16,
2010 between
Reynolds Food
Packaging Canada
Inc. and The Bank
of New York Mellon,
relating to shares
in Newspring Canada
Inc.	 	 
	 
	 	 	 	 
	 

	 	Canadian General
Security Agreement
dated as of
November 16, 2010
between 798795
Ontario Limited and
The Bank of New
York Mellon	 	 
	 
	 	 	 	 
	 

	 	Canadian Pledge
Agreement dated as
of November 16,
2010 between
Newspring Canada
Inc. and The Bank
of New York Mellon,
relating to shares
798795 Ontario
Limited.	 	 
	 
	 	 	 	 
	GERMANY

	 	Account Pledge
Agreement dated
November 5, 2009,
and entered into
between SIG
Combibloc Group AG
as pledgor and The
Bank of New
	 	“Obligations”






 









 






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

	 	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 16, 2010,
and entered into
between SIG
Combibloc Group AG
as pledgor and The
Bank of New York
Mellon as
Collateral Agent.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 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.	 	 
	 
	 	 	 	 
	 

	 	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
Collateral Agent,
as amended by
certain
confirmation and
amendment
agreements dated
May 4, 2010 and
November 16, 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 pledgor and the
Collateral Agent,
such pledge	 	 






 









 






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

	 	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.	 	 
	 
	 	 	 	 
	 

	 	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
(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	 	 






 









 






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

	 	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.	 	 
	 
	 	 	 	 
	 

	 	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 Closure
Systems
International
(Luxembourg) S.à
r.l. as pledgor
(the rights,
obligations and
liabilities of
which have been
transferred to
Beverage Packaging
Holdings
(Luxembourg) III
S.à r.l.) and the
Collateral Agent,
over certain bank
accounts opened
with Société
Générale Bank &
Trust.	 	 
	 
	 	 	 	 
	 

	 	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 Société
Générale Bank &
Trust.	 	 
	 
	 	 	 	 
	 

	 	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 Société
Générale Bank &
Trust.	 	 
	 
	 	 	 	 
	 

	 	Pledge Over Bank
Accounts dated
November 5, 2009
and entered into
between Reynolds
Consumer Products
(Luxembourg) S.à
r.l. as pledgor
(the rights,
obligations and
liabilities of	 	 






 









 






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

	 	which have been
transferred to
Beverage Packaging
Holdings
(Luxembourg) III
S.à r.l.) and the
Collateral Agent,
over certain bank
accounts opened
with Société
Générale Bank &
Trust.	 	 
	 
	 	 	 	 
	 

	 	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 Société
Générale Bank &
Trust.	 	 
	 
	 	 	 	 
	 

	 	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.	 	 
	 
	 	 	 	 
	 

	 	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 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 and
entered into
between Beverage
Packaging Holdings
(Luxembourg) III
S.à r.l. as pledgor
and the Collateral
Agent in the
presence of SIG
Combibloc Holding
GmbH, such pledge
being	 	 






 









 






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

	 	granted over
certain receivables
held by Beverage
Packaging Holdings
(Luxembourg) III
S.à r.l. towards
SIG Combibloc
Holding GmbH under
certain
intercompany loan
agreements.	 	 
	 
	 	 	 	 
	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 acting
solely in its
capacity as
Collateral Agent on
behalf and for the
benefit of the
Secured Parties, as
pledgee.
	 	“Obligaciones Garantizadas”
	 
	 	 	 	 
	 

	 	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	 	 






 









 






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

	 	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 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	 	 






 









 






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

	 	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, in
respect of which
all obligations of
the pledgor have
been assumed by
Beverage Packaging
Holdings
(Luxembourg) III
S.à r.l.
	 	“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, in
respect of which
all obligations of
the pledgor have
been assumed by
Closure Systems
International B.V.
following a
contribution of the
shares of Reynolds
Consumer Products
International B.V.
to Closure Systems
International B.V.	 	 
	 
	 	 	 	 
	 

	 	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).	 	 
	 
	 	 	 	 
	 

	 	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.	 	 






 









 






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

	 	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
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	 	 






 









 






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

	 	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
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.	 	 






 









 






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

	 	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.	 	 
	 
	 	 	 	 
	 

	 	Debenture granted
by Omni-Pac U.K.
Limited dated
November 16, 2010.	 	 
	 
	 	 	 	 
	 

	 	Debenture granted
by The Baldwin
Group Limited dated
November 16, 2010.	 	 
	 
	 	 	 	 
	 

	 	Debenture granted
by J. & W. Baldwin
(Holdings) Limited
dated November 16,
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 (as
defined therein)
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 among Ultra
Pac, Inc., Reynolds
Food Packaging LLC,
Reynolds Packaging
LLC and The Bank of
New York Mellon.	 	 
	 
	 	 	 	 
	 

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

	 	Copyright Security
Agreement dated as
of November 16,
2010 between Pactiv
Corporation and The
Bank of New York
Mellon.	 	 






 









 






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

	 	Patent Security
Agreement dated as
of November 16,
2010 among Pactiv
Corporation,
Newspring
Industrial Corp.
Prairie Packaging,
Inc., PWP
Industries, Inc.
and The Bank of New
York Mellon.	 	 
	 
	 	 	 	 
	 

	 	Trademark Security
Agreement dated as
of November 16,
2010 among Pactiv
Corporation,
Newspring
Industrial Corp.
Prairie Packaging,
Inc., PWP
Industries, Inc.
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, and 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”
	 
	 	 	 	 
	 

	 	Account Pledge Agreement
dated November 16, 2010
entered into between SIG
Asset Holdings Limited as
pledgor, and Wilmington
Trust (London) Limited as
Collateral Agent.	 	 
	 
	 	 	 	 
	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	 	 
	 
	 	 	 	 
	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.	 	 
	 
	 	 	 	 
	 

	 	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.	 	 
	 
	 	 	 	 
	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




Excluded Grantors




Australia:

Whakatane Mill Australia Pty Limited




Austria:

SIG Combibloc GmbH

SIG Combibloc GmbH & Co KG

SIG Austria Holding GmbH




Brazil:

Closure Systems International (Brazil) Sistemas de Vedaçao Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.




Costa Rica:

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




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




Japan:

Closure Systems International Japan, Limited

Closure Systems International Holdings (Japan) KK




Switzerland

SIG Reinag AG

SIG Technology AG

SIG allCap AG

SIG Combibloc Procurement AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Combibloc (Schweiz) AG




Thailand:

SIG Combibloc Ltd.




 









 





SCHEDULE D

TO THE REAFFIRMATION AGREEMENT





 









 








SCHEDULE D

TO THE REAFFIRMATION AGREEMENT




Luxembourg 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, (vi)
Article X of the Senior Secured Notes Indenture in respect of the 6.875% Senior Secured Notes due
2021, (vii) Article X of the Senior Unsecured Notes Indenture in respect of the 8.250% Senior
Unsecured Notes due 2021 and (viii) 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% of:




     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.