exv4w15w3






EXHIBIT 4.15.3







Dated 5 NOVEMBER 2010

AMENDMENT AGREEMENT


REYNOLDS GROUP HOLDINGS LIMITED

AS PARENT

AND

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

AS THE COMPANY

AND

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

AS ADMINISTRATIVE AGENT

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

AND

CREDIT SUISSE AG

AS THE SECURITY TRUSTEE

AND

THE BANK OF NEW YORK MELLON

AS SENIOR SECURED NOTES TRUSTEE

AND

THE BANK OF NEW YORK MELLON

AS THE HIGH YIELD NOTEHOLDERS TRUSTEE

AND

OTHERS


 




RELATING TO AN

INTERCREDITOR AGREEMENT

DATED 11 MAY 2007

(as amended by a letter dated 21 June
2007 and a further letter dated 29 June 2007
and as 
amended and restated pursuant to an
amendment and restatement agreement dated 5

November 2009)


 




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 e-mail communication which refers to this document
in Austria or sending any e-mail communication to which a pdf scan of this document is attached to
an Austrian addressee or sending any e-mail communication carrying an electronic or digital
signature which refers to 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
e-mail communication which refers to this document in Austria or sending any e-mail communication
to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail
communication carrying an electronic or digital signature which refers to this document to an
Austrian addressee.







 









 








CONTENTS




	 	 	 	 	 	 	 	 	 
	Clause	 	 	 	 	Page
	 	 	 	 	 
	 	 	 	 
	 	1.	 	 	Definitions And Interpretation
	 	 	2	 
	 	2.	 	 	Amendment
	 	 	2	 
	 	3.	 	 	Continuity And Further Assurance
	 	 	3	 
	 	4.	 	 	Miscellaneous
	 	 	3	 
	 	5.	 	 	Governing Law And Submission To Jurisdiction
	 	 	3	 
	 	 	 	 	 
	 	 	 	 
	Schedule 1 Amendments To Intercreditor Agreement	 	 	5	 











 









 







THIS AGREEMENT is dated 5 November 2010 and made between:





	(1)	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A. (formerly known as Rank Holdings I S.A.), a
public limited liability company (société anonyme) incorporated under the laws of Luxembourg
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 the number
B 128592 (the “Company”);
	 
	(2)	 	REYNOLDS GROUP HOLDINGS LIMITED (formerly known as Rank Group Holdings Limited), a company
incorporated in New Zealand with registered number 1812226 (“Parent”);
	 
	(3)	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A. (formerly known as Rank Holdings II S.A.), a
public limited liability company (société anonyme) incorporated under the laws of Luxembourg
with registered office at 6C, Parc d’Activités Syrdall, L-5365 Munsbach, registered with the
Luxembourg Register of Commerce and Companies under the number B 128914 (“Luxco B”);
	 
	(4)	 	THE COMPANIES whose names are set out in the signature pages to this Agreement under the
heading “The Obligors” (the “Obligors”);
	 
	(5)	 	THE COMPANIES whose names are set out in the signature pages to this Agreement under the
heading “Subordinated Guarantor” (the “Subordinated Guarantors”);
	 
	(6)	 	THE BANK OF NEW YORK MELLON as the “Collateral Agent” as appointed under the First Lien
Intercreditor Agreement (as defined below);
	 
	(7)	 	THE BANKS AND FINANCIAL INSTITUTIONS whose names are set out in the signature pages to this
Agreement under the heading “Secured Local Facility Providers” (the “Secured Local Facility
Providers”);
	 
	(8)	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as the “Administrative Agent” under the Senior
Facilities Agreement;
	 
	(9)	 	CREDIT SUISSE AG, as the “Security Trustee” for the HY Noteholders;
	 
	(10)	 	THE BANK OF NEW YORK MELLON, as the “Senior Secured Notes Trustee”;
	 
	(11)	 	THE BANK OF NEW YORK MELLON, as the “HY Noteholders Trustee”.





RECITALS:





	(A)	 	In order to fund the Acquisition (as defined below), certain Additional Agreements
(as defined in the First Lien Intercreditor Agreement) will be entered into whereby the Parent
and certain subsidiaries of the Parent will incur Additional Obligations (as defined in the
First Lien Intercreditor Agreement).
	 
	(B)	 	The Original Intercreditor Agreement (as defined below) will be amended by this
Agreement to extend the benefits of certain provisions of the Original Intercreditor





 - 1 - 









 






	 	 	Agreement to the holders of the Additional Obligations to be incurred in respect of the
Acquisition and any holder of any future Additional Obligations.




IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement:
	 
	 	 	“Acquisition” means the acquisition of Pactiv Corporation by the Reynolds group.
	 
	 	 	“Amended Intercreditor Agreement” means the Original Intercreditor Agreement, as amended by
this Agreement.
	 
	 	 	“First Lien Intercreditor Agreement” means the first lien intercreditor agreement dated 5
November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as
Senior Secured Notes Trustee, Credit Suisse as administrative agent under the Senior
Facilities Agreement and the Obligors, as amended, novated, supplemented, restated, replaced
or modified from time to time.
	 
	 	 	“Original Intercreditor Agreement” means the intercreditor agreement dated 11 May 2007
between the Company, and certain of its Subsidiaries, the Agent, the Security Trustee and
others as amended and amended and restated from time to time prior to the date of this
Agreement.
	 
	1.2	 	Incorporation of defined terms






	 	(a)	 	Unless a contrary indication appears, a term defined in the Original
Intercreditor Agreement has the same meaning in this Agreement.
	 
	 	(b)	 	The principles of construction set out in the Original Intercreditor Agreement
shall have effect as if set out in this Agreement.






	1.3	 	Clauses
	 
	 	 	In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context
otherwise requires, a reference to a Clause or a Schedule to this Agreement.
	 
	1.4	 	Third party rights
	 
	 	 	A person who is not a party to this Agreement has no right under the Contracts (Rights
of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
	 
	1.5	 	Designation
	 
	 	 	In accordance with the Senior Facilities Agreement, each of the Company and the
Administrative Agent designate this Agreement as a Loan Document.
	 
	2.	 	AMENDMENT
	 
	2.1	 	Amendment of the Original Intercreditor Agreement
	 
	 	 	With effect from the date of this Agreement the Original Intercreditor Agreement shall
be amended as set out in Schedule 1 (Amendments to Intercreditor Agreement).










 - 2 - 









 












	3.	 	CONTINUITY AND FURTHER ASSURANCE
	 
	3.1	 	Continuing obligations
	 
	 	 	The provisions of the Original Intercreditor Agreement and the other Credit Documents
(as defined in the First Lien Intercreditor Agreement) shall, save as amended by this
Agreement, continue in full force and effect.
	 
	3.2	 	Further assurance
	 
	 	 	Each Obligor shall, at the request of the Administrative Agent or the Collateral Agent
and at its own expense, do all such acts and things necessary or desirable to give effect to
the amendments effected or to be effected pursuant to this Agreement.
	 
	3.3	 	Confirmation by Obligors
	 
	 	 	Each Obligor confirms that it is party to this Agreement and the Amended Intercreditor
Agreement in its capacity as a Grantor under and as defined in the First Lien Intercreditor
Agreement.
	 
	4.	 	MISCELLANEOUS
	 
	4.1	 	Incorporation of terms
	 
	 	 	The provisions of clause 25 (Notices), clause 26.1 (Invalidity of any provision),
clause 26.5 (Amendments to this Agreement), clause 31.3 (Consent), clause 31.4 (Service of
Process) and clause 32 (Austrian Stamp Duty) of the Original Intercreditor Agreement shall
be incorporated into this Agreement as if set out in full in this Agreement and as if
references in those clauses to “the Agreement” are references to this Agreement.
	 
	4.2	 	Counterparts
	 
	 	 	This Agreement may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of this Agreement.
	 
	5.	 	GOVERNING LAW AND SUBMISSION TO JURISDICTION
	 
	5.1	 	Governing Law
	 
	 	 	This Agreement and all non-contractual obligations arising from or connected with it
are governed by English law.
	 
	5.2	 	Jurisdiction of English Courts






	 	(a)	 	The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Agreement (including a dispute regarding the
existence, validity or termination of this Agreement or any non-contractual obligations
arising out of or in connection with this Agreement) (a “Dispute”) and that accordingly
any suit, action or proceeding (together in this clause 5 and in clause 31.2 of the
Original Intercreditor Agreement as incorporated in this Agreement referred to as
“Proceedings”) arising out of or in connection with this Agreement shall be brought in
such courts.
	 
	 	(b)	 	The parties agree that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no party will agree to the
contrary.




 - 3 - 









 











This Agreement has been entered into on the date stated at the beginning of this Agreement.








 - 4 - 









 








SCHEDULE 1




Amendments to Intercreditor Agreement


With effect from the date of this Agreement the Original Intercreditor Agreement shall be
amended as follows:





	(a)	 	Clause 1.1 (Definitions) shall be amended as follows:






	 	(i)	 	the following new definitions shall be inserted in alphabetical order:
	 
	 	 	 	““Additional Agreement” means any Additional Agreement from time to time under the
First Lien Intercreditor Agreement.”;
	 
	 	 	 	““Additional Obligations” means any Additional Obligations from time to time under
the First Lien Intercreditor Agreement.”;
	 
	 	(ii)	 	the words “or the equivalent provision of any Additional Agreement” shall be
inserted after the word “Indenture” in the definition of “Senior Payment Default”;






	(b)	 	Sub-clause 4.2.1 (Permitted Parentco Payments and Luxco B Payments) shall be deleted
and replaced in its entirety by the following:
	 
	 	 	“4.2.1 in respect of the Parentco Debt which is a payment, or is promptly used by the Parent
to fund a payment that is permitted under the Senior Finance Documents;”;






	(c)	 	Sub-clause 5.2.2 (Payment Blockage) shall be deleted and replaced in its entirety by
the following:
	 
	 	 	“5.2.2 such amount is a payment, or is promptly used by the Parent to fund a payment which
is permitted under the Senior Finance Documents; or”;
	 
	(d)	 	A new sub-Clause 26.10 shall be inserted as follows:
	 
	 	 	“26.10 Collateral Agent
	 
	 	 	For the avoidance of doubt, the rights, duties, powers and benefits of the Collateral Agent
under this Agreement shall be exercised and performed in accordance with and subject to the
First Lien Intercreditor Agreement.”;
	 
	(e)	 	The heading of Clause 27.4 (Accession of Subordinated Guarantors, Obligors,
Administrative Agent, Collateral Agent, Senior Secured Notes Trustee, the HY Noteholders
Trustee and Secured Local Facility Provider) shall be deleted in its entirety and replaced
with the following:
	 
	 	 	“(Accession of Subordinated Guarantors, Obligors, Administrative Agent, Collateral Agent,
Senior Secured Notes Trustee, HY Noteholders Trustee, Secured Local Facility Provider and
applicable representative under an Additional Agreement)”;




 - 5 - 









 












	(f)	 	Clause 27.4 (Accession of Subordinated Guarantors, Obligors, Administrative Agent,
Senior Agent, Collateral Agent, Senior Secured Notes Trustee, the HY Noteholders
Trustee and Secured Local Facility Provider) shall be amended by inserting a new paragraph
27.4.4 as follows:






	 	“27.4.4 	 	An applicable representative or trustee of holders of a series of Additional
Obligations shall and any replacement of, or other, Collateral Agent, Senior Agent,
Administrative Agent or Senior Secured Notes Trustee, shall (at the request of the
Parent or Senior Agent) accede to this Agreement in such capacity by executing an
Accession Agreement, and delivering the same to each of the Security Trustee, the
Collateral Agent and the Senior Agent. Any such applicable representative, trustee,
Collateral Agent or Administrative Agent shall become a Party upon each of the
Collateral Agent, the Senior Agent and the Security Trustee (as relevant)
countersigning the relevant Accession Agreement.”,






	 	 	so that the existing paragraph 27.4.4 is realigned to become paragraph 27.4.5; and
	 
	(g)	 	Paragraph 3 of the Form of Accession Agreement in Schedule 1 of the Original
Intercreditor Agreement shall be amended by inserting the following words at the end of the
paragraph:
	 
	 	 	“/ an applicable representative or trustee of holders of a series of Additional Obligations/
a Collateral Agent/ an Administrative Agent/ a Senior Secured Notes Trustee”.










 - 6 - 









 






SIGNATURES




	 	 	 

	The Parent
	REYNOLDS GROUP HOLDINGS LIMITED
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	Witness:
  /s/ Fiona Singh

	 
	 	 
	Witness Name: 


Fiona Singh

	 
	 	 
	The Company
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	LUXCO B
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	The Obligors and The Subordinated Guarantors
	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/ Fiona Singh

	 	/s/ Prudence Wyllie
	Witness:

	 	Attorney
	 
	 	 
	Fiona Singh

	 	Prudence Wyllie
	Name of Witness

	 	Name of Attorney
	 
	 	 





	 	 	 

	SIG BEVERAGES BRASIL LTDA
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	SIG COMBIBLOC DO BRASIL LTDA
	 
	 	 
	By:

	 	/s/ Prudence Wyllie






 - 7 - 









 






	 	 	 

	CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	CSI LATIN AMERICAN HOLDINGS CORPORATION
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	CLOSURE SYSTEMS INTERNATIONAL (CANADA) LIMITED
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	EVERGREEN PACKAGING CANADA LIMITED
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	REYNOLDS FOOD PACKAGING CANADA INC.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA, S.R.L.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	REYNOLDS CONSUMER PRODUCTS (UK) LIMITED
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	REYNOLDS SUBCO (UK) LIMITED
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	KAMA EUROPE LIMITED
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	IVEX HOLDINGS, LTD.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH
	 
	 	 
	By:

	 	/s/ Prudence Wyllie






 - 8 - 









 






	 	 	 

	CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	SIG COMBIBLOC LTD (HONG KONG)
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	EVERGREEN PACKAGING (HONG KONG) LIMITED
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (HUNGARY) KFT.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	CSI HUNGARY KFT.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	CLOSURE SYSTEMS INTERNATIONAL (LUXEMBOURG) S.À R.L.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	REYNOLDS CONSUMER PRODUCTS (LUXEMBOURG) S.À R.L.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie






 - 9 - 









 






	 	 	 

	BIENES INDUSTRIALES DEL NORTE S.A. DE C.V.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	CSI EN ENSENADA, S. DE R.L. DE C.V.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	CSI EN SALTILLO, S. DE R.L. DE C.V.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	CSI TECNISERVICIO, S. DE R.L. DE C.V.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	TECNICOS DE TAPAS INNOVATIVAS S.A. DE C.V.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	EVERGREEN PACKAGING MEXICO, S. DE R.L. DE C.V.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	REYNOLDS METALS COMPANY DE MEXICO, S. DE R.L. DE C.V.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	MAXPACK, S. DE R.L. DE C.V.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	CLOSURE SYSTEMS INTERNATIONAL B.V.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie






 - 10 - 









 






	 	 	 

	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	EVERGREEN PACKAGING INTERNATIONAL B.V.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	REYNOLDS PACKAGING INTERNATIONAL B.V.
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	WHAKATANE MILL LIMITED
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	Witness:  
/s/ Fiona Singh

	 
	Witness Name:


Fiona Singh

	 
	 	 
	SIG COMBIBLOC PROCUREMENT AG
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	SIG REINAG AG
	 
	 	 
	By:

	 	/s/ Prudence Wyllie
	 
	 	 
	REYNOLDS GROUP HOLDINGS INC.
	 
	 	 
	By:

	 	/s/ Helen Golding
	Name:
Helen Golding

	Title:  


    Secretary

	 
	REYNOLDS GROUP ISSUER INC.
	 
	 	 
	By:

	 	/s/ Helen Golding
	Name:
 Helen Golding

	Title:  


Secretary







 - 11 - 









 






	 	 	 

	REYNOLDS GROUP ISSUER LLC
	 
	 	 
	By:  /s/ Helen Golding


	Name:

	 	Helen Golding
	Title:

	 	Secretary
	 
	CLOSURE SYSTEMS INTERNATIONAL AMERICAS INC.
	 
	 	 
	By:  /s/ Helen Golding


	Name:

	 	Helen Golding
	Title:

	 	Assistant Secretary
	 
	 	 
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.
	 
	 	 
	By:  /s/ Helen Golding


	Name:

	 	Helen Golding
	Title:

	 	Secretary
	 
	 	 
	CLOSURE SYSTEMS INTERNATIONAL INC.
	 
	 	 
	By:  /s/ Helen Golding


	Name:

	 	Helen Golding
	Title:

	 	Assistant Secretary
	 
	 	 
	REYNOLDS PACKAGING MACHINERY INC.
	 
	 	 
	By:  /s/ Helen Golding

	 	

	Name:

	 	Helen Golding
	Title:

	 	Assistant Secretary






 - 12 - 









 






	 	 	 	 	 

	CLOSURE SYSTEMS MEXICO HOLDINGS LLC
	 
	 	 	 	 
	By:  /s/ Helen Golding

	 	 
	Name:

	 	Helen Golding	 	 
	Title:

	 	Assistant Secretary	 	 
	 
	 	 	 	 
	CSI MEXICO LLC	 	 
	 
	 	 	 	 
	By:  /s/ Helen Golding

	 	 
	Name:

	 	Helen Golding	 	 
	Title:

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

	 	 
	Name:

	 	Helen Golding	 	 
	Title:

	 	Assistant Secretary	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.	 	 
	 
	 	 	 	 
	By:  /s/ Cindi Lefari

	 	 
	Name:

	 	Cindi Lefari	 	 
	Title:

	 	Vice-President	 	 
	 
	 	 	 	 
	BAKERS CHOICE PRODUCTS, INC.	 	 
	 
	 	 	 	 
	By:  /s/ Helen Golding

	 	 
	Name:

	 	Helen Golding	 	 
	Title:

	 	Assistant Secretary	 	 
	 
	 	 	 	 
	REYNOLDS CONSUMER PRODUCTS, INC.	 	 
	 
	 	 	 	 
	By:  /s/ Helen Golding

	 	 
	Name:

	 	Helen Golding	 	 
	Title:

	 	Assistant Secretary	 	 






 - 13 - 









 






	 	 	 	 	 

	REYNOLDS FOIL INC.	 	 
	 
	 	 	 	 
	By:
  /s/ Helen Golding	 	 
	Name:

	 	Helen Golding	 	 
	Title:

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

	 	Helen Golding	 	 
	Title:

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

	 	Helen Golding	 	 
	Title:

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

	 	Helen Golding	 	 
	Title:

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

	 	Helen Golding	 	 
	Title:

	 	Secretary	 	 






 - 14 - 









 






	 	 	 	 	 

	EVERGREEN PACKAGING INC.	 	 
	 
	 	 	 	 
	By:
  /s/ Helen Golding	 	 
	Name:

	 	Helen Golding	 	 
	Title:

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

	 	Helen Golding	 	 
	Title:

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

	 	Cindi Lefari	 	 
	Title:

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

	 	Cindi Lefari	 	 
	Title:

	 	Assistant Secretary	 	 






 - 15 - 









 






	 	 	 	 	 

	REYNOLDS FLEXIBLE PACKAGING INC.	 	 
	 
	 	 	 	 
	By:
  /s/ Cindi Lefari	 	 
	Name:

	 	Cindi Lefari	 	 
	Title:

	 	Assistant Secretary	 	 
	 
	 	 	 	 
	SOUTHERN PLASTICS, INC.	 	 
	 
	 	 	 	 
	By:
  /s/ Helen Golding	 	 
	Name:

	 	Helen Golding	 	 
	Title:

	 	Assistant Secretary	 	 
	 
	 	 	 	 
	ULTRA PAC, INC.	 	 
	 
	 	 	 	 
	By:
  /s/ Cindi Lefari	 	 
	Name:

	 	Cindi Lefari	 	 
	Title:

	 	Assistant Secretary	 	 
	 
	BRPP, LLC	 	 
	 
	 	 	 	 
	By:
  /s/ Helen Golding	 	 
	Name:

	 	Helen Golding	 	 
	Title:

	 	Authorised Signatory	 	 
	 
	 	 	 	 
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.	 	 
	 
	 	 	 	 
	By:
  /s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.AR.L	 	 
	 
	 	 	 	 
	By:
  /s/ Prudence Wyllie	 	 






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	REYNOLDS GROUP HOLDINGS LIMITED	 	 
	 
	 	 	 	 
	By:
  /s/ Prudence Wyllie	 	 
	Witness:
/s/ Fiona Singh
	 	 
	Witness Name: Fiona Singh

	 	 
	 
	 	 	 	 
	SIG COMBIBLOC LIMITED (UK)	 	 
	 
	 	 	 	 
	By:
  /s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG HOLDINGS (UK) LIMITED	 	 
	 
	 	 	 	 
	By:
  /s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG AUSTRIA HOLDING GMBH	 	 
	 
	 	 	 	 
	By:
  /s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG COMBIBLOC GMBH (AUSTRIA)	 	 
	 
	 	 	 	 
	By:
  /s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG COMBIBLOC GMBH & CO KG


(represented by its general partner


SIG Combibloc GmbH)
	 
	 	 	 	 
	By:
  /s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	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/ Prudence Wyllie	 	 
	 

	 	Name: Prudence Wyllie	 	 
	 

	 	Title: Authorised Signatory	 	 
	 
	 	 	 	 
	towards SIG Reinag AG, acting through its supervisory
board (Aufsichtsrat), represented by the
chairman of the supervisory board acting as its
authorised representative
	 
	 	 	 	 
	 

	 	/s/ Rolf Stangl	 	 
	 

	 	Name: Rolf Stangl	 	 
	 

	 	Title: Chairman of the Supervisory Board	 	 






 - 17 - 









 






	 	 	 	 	 

	 
	 	 	 	 
	SIG COMBIBLOC HOLDING GMBH	 	 
	 
	 	 	 	 
	By:

	 	/s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG COMBIBLOC SYSTEMS GMBH	 	 
	 
	 	 	 	 
	By:

	 	/s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG BEVERAGES GERMANY GMBH	 	 
	 
	 	 	 	 
	By:

	 	/s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG COMBIBLOC GMBH (GERMANY)	 	 
	 
	 	 	 	 
	By:

	 	/s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH	 	 
	 
	 	 	 	 
	By:

	 	/s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG INFORMATION TECHNOLOGY GMBH	 	 
	 
	 	 	 	 
	By:

	 	/s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG INTERNATIONAL SERVICES GMBH	 	 
	 
	 	 	 	 
	By:

	 	/s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG VIETNAM BETEILIGUNGS GMBH	 	 
	 
	 	 	 	 
	By:

	 	/s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG COMBIBLOC GROUP AG	 	 
	 
	 	 	 	 
	By:

	 	/s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG ALLCAP AG	 	 
	 
	 	 	 	 
	By:

	 	/s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG COMBIBLOC (SCHWEIZ) AG	 	 
	 
	 	 	 	 
	By:

	 	/s/ Prudence Wyllie	 	 
	 
	 	 	 	 





 - 18 - 









 






	 	 	 	 	 

	SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG	 	 
	 
	 	 	 	 
	By:
   /s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG TECHNOLOGY AG	 	 
	 
	 	 	 	 
	By:
   /s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG ASSET HOLDINGS LIMITED	 	 
	 
	 	 	 	 
	By:
   /s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG FINANCE (LUXEMBOURG) S.AR.L (IN LIQUIDATION)	 	 
	 
	 	 	 	 
	By:
   /s/ Prudence Wyllie	 	 
	 
	 	 	 	 
	SIG HOLDING USA, INC.	 	 
	 
	 	 	 	 
	By:
   /s/ Cindi Lefari	 	 
	Name:

	 	Cindi Lefari	 	 
	Title:

	 	Assistant Secretary	 	 
	 
	 	 	 	 
	SIG COMBIBLOC INC.	 	 
	 
	 	 	 	 
	By:
   /s/ Cindi Lefari	 	 
	Name:

	 	Cindi Lefari	 	 
	Title:

	 	Assistant Secretary	 	 
	 
	 	 	 	 
	SIG COMBIBLOC LTD. (THAILAND)	 	 
	 
	 	 	 	 
	By:
   /s/ Cindi Lefari	 	 






 - 19 - 









 






	 	 	 	 	 

	The Collateral Agent 

THE BANK OF NEW YORK MELLON	 	 
	 
	 	 	 	 
	By:
   /s/ Catherine F Donohue

Vice President	 	 
	 
	 	 	 	 
	The Secured Local Facility Providers


BANK OF AMERICA, N.A., CANADA BRANCH	 	 
	 
	 	 	 	 
	By:
   /s/ Derek Mitchell	 	 
	 
	 	 	 	 
	FIA CARD SERVICES, N.A.	 	 
	 
	 	 	 	 
	By:
   /s/ Derek Mitchell	 	 
	 
	 	 	 	 
	CITIBANK, N.A.	 	 
	 
	 	 	 	 
	By:
   /s/ Wayne Beikmann	 	 
	 
	 	 	 	 
	CITIBANK (CHINA) CO., LTD.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 
	 	 	 	 
	BANCO NACIONAL DE MEXICO, S.A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX
	 
	 	 	 	 
	By:
   /s/ Guillermo Recendez Malo
	 	/s/ Ing. Francisco Fernández Guajardo
	 

	 	Subdirector
	 	Subdirector
	 
	 	 	 	 
	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 
	By:
   /s/ Derek Mitchell	 	 
	 
	The Administrative Agent 

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	 
	 	 	 	 
	By:
   /s/ Robert Hetu
	 	/s/ Kevin Buddhew
	 

	 	Managing Director
	 	Associate
	 
	 	 	 	 
	The Security Trustee 

CREDIT SUISSE AG	 	 
	 
	 	 	 	 
	By:
   /s/ Ian Croft
	 	/s/ Steve Martin
	 

	 	Assistant Vice President
	 	Vice President






 - 20 - 









 






	 	 	 	 	 

	Senior Secured Notes Trustee 

THE BANK OF NEW YORK MELLON	 	 
	 
	 	 	 	 
	By:

	 	/s/ Catherine F Donohue	 	 
	 

	 	Vice President	 	 
	 
	 	 	 	 
	The HY Noteholders Trustee 

THE BANK OF NEW YORK MELLON	 	 
	 
	 	 	 	 
	By:

	 	/s/ Paul Cattermole	 	 
	 

	 	Vice President	 	 







 - 21 -