exv10w1w2






EXHIBIT 10.1.2





          BORROWING SUBSIDIARY AGREEMENT dated as of November 16, 2010, among
REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER
PRODUCTS HOLDINGS INC., a Delaware corporation, CLOSURE SYSTEMS
INTERNATIONAL HOLDINGS INC., a Delaware corporation, SIG EURO HOLDING AG &
CO KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH,
an Austrian limited liability company (Gesellschaft mit beschränkter
Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with
limited liability (besloten vennootschap met beperkte aansprakelijkheid),
incorporated under the laws of The Netherlands, REYNOLDS GROUP HOLDINGS
LIMITED, a New Zealand limited liability company, PACTIV CORPORATION, a
Delaware corporation (the “New Borrowing Subsidiary”) and CREDIT
SUISSE AG, as administrative agent (in such capacity, the
“Administrative Agent”).



          Reference
is hereby made to the Credit Agreement dated as of November 5,
2009 (as amended by Amendment No. 1 dated as of January 21, 2010, Amendment No. 2 and Incremental Term Loan Assumption
Agreement dated as of May 4, 2010 and Amendment No. 3 and Incremental Term Loan Assumption
Agreement dated as of September 30, 2010 and as further amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware
corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS INC., a Delaware corporation, CLOSURE SYSTEMS
INTERNATIONAL HOLDINGS INC., a Delaware corporation, SIG EURO HOLDING AG & CO KGAA, a German
partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company
(Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with
limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the
laws of The Netherlands, REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company,
the Guarantors, the Lenders and CREDIT SUISSE AG, as Administrative Agent. Capitalized terms used
herein but not otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject
to the conditions therein set forth, to make Loans to the Borrowers, and the Borrowers and the New
Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Borrower. Holdings and the
Borrowers represent that the New Borrowing Subsidiary is a Wholly Owned Subsidiary of Holdings or
one of the Borrowers. Each of Holdings, the Borrowers and the New Borrowing Subsidiary represents
and warrants that the representations and warranties of Holdings and the Borrowers in the Credit
Agreement





 









 








relating to the New Borrowing Subsidiary and this Agreement are true and correct in all
material respects on and as of the date hereof with the same effect as though made on and as of
such date, except to the extent such representations and warranties expressly relate to an earlier
date. Holdings and the Borrowers agree that the Guarantees of the Guarantors contained in the
Credit Agreement will apply to the Bank Obligations of the New Borrowing Subsidiary. Upon
execution of this Agreement by each of Holdings, the Borrowers and the New Borrowing Subsidiary
and, if the New Borrowing Subsidiary is not already a Loan Party, upon such New Borrowing
Subsidiary becoming a Loan Party by executing the Guarantor Joinder and each applicable Loan
Document in favor of the Collateral Agent, the New Borrowing Subsidiary shall be a party to the
Credit Agreement and shall constitute a “Borrower” for all purposes of the Credit Agreement.




          This
Agreement shall be governed by and construed in accordance with the laws of the State of
New York.





2









 








          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
authorized officers as of the date first appearing above.




	 	 	 	 	 
	 	REYNOLDS GROUP HOLDINGS LIMITED

 	 
	 	By  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	and witnessed by

	 
	 	  	



 /s/ Karen Mower

 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Address: Sydney, Australia

Occupation: Lawyer 	 
	 
	 	REYNOLDS GROUP HOLDINGS INC.

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

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

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



[Pactiv Corporation Borrowing Subsidiary Agreement]



 









 





	 	 	 	 	 
	 	SIG EURO HOLDING AG & CO. KGAA acting through 

its general partner (Komplementär) SIG Reinag

AG 

 	 
	 	By  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Vice President 	 
	 
	 	SIG AUSTRIA HOLDING GMBH

 	 
	 	By  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Vice President 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL B.V.

 	 
	 	By  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Its authorised representative 	 
	 
	 	PACTIV CORPORATION

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




[Pactiv Corporation Borrowing Subsidiary Agreement]



 









 





	 	 	 	 	 
	 	CREDIT SUISSE AG, as Administrative Agent and

Issuing Bank,

 	 
	 	by  	/s/ Robert Hetu
 	 
	 	 	Name:  	Robert Hetu 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	  	                                                   /s/ Kevin Buddhew
 	 
	 	 	Name:  	Kevin Buddhew 	 
	 	 	Title:  	Associate 	 
	 





[Pactiv Corporation Borrowing Subsidiary Agreement]