exv10w5






Exhibit 10.5



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 May 4, 2010 (this
“Agreement”), among (a) Reynolds Group Holdings Inc.
(“RGHI”), (b) Reynolds Consumer Products Holdings Inc., Closure
Systems International Holdings Inc., SIG Euro Holding AG & Co. KGAA, SIG
Austria Holding GmbH, Closure Systems International B.V., (collectively, the
“Borrowers”), (c) Reynolds Group Issuer (Luxembourg) S.A., Reynolds
Group Issuer LLC, and Reynolds Group Issuer Inc., (collectively, the
“Issuers”), (d) the other Grantors listed on Schedule A
hereto (collectively, with RGHI, the Borrowers and the Issuers, the
“Reaffirming Parties”), (e) Credit Suisse AG (formerly Credit
Suisse), as administrative agent (in such capacity, the “Administrative
Agent”) under the Credit Agreement (as defined below), (f) The Bank of
New York Mellon, as trustee (in such capacity, the “Trustee”) under
the Indenture dated as of November 5, 2009 among Reynolds Group Escrow LLC,
Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee,
principal agent, transfer agent, and collateral agent and The Bank of New
York Mellon, London Branch, as paying agent (as amended, supplemented or
modified, the “Indenture”) and (g) The Bank of New York Mellon and
Wilmington Trust (London) Limited as collateral agents (together, the
“Collateral Agents”) under the First Lien Intercreditor Agreement
(as defined below).



          A. The Administrative Agent, the Trustee, the Collateral Agents and the Reaffirming Parties,
among others, have entered into the First Lien Intercreditor Agreement dated as of November 5,
2009, as amended by Amendment No. 1 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. RGHI, the Borrowers, the Guarantors from time to time party thereto (as defined therein),
the Lenders from time to time party thereto, the Incremental U.S. Term Lenders (as defined therein)
the other Lenders party thereto and the Administrative Agent have entered into the Amendment No. 2
and Incremental Term Loan Assumption Agreement, (the “Assumption Agreement”) dated as of,
May 4, 2010, relating to the Credit Agreement dated as of November 5, 2009, (the “Credit
Agreement”), among RGHI, the other Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and
the Administrative Agent;



 









 





          C. The Issuers, the guarantors from time to time party thereto and The Bank of New York
Mellon, as trustee, have entered into that certain Indenture, dated as of the date hereof, pursuant
to which the Issuers will issue debt securities (the “New Senior Unsecured Notes”);



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



          E. Each Reaffirming Party expects to realize, or has realized, substantial direct and indirect
benefits as a result of the Assumption Agreement becoming effective 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 Reaffirming Party (i) hereby consents to the
Assumption Agreement and the transactions contemplated thereby, (ii) agrees that, notwithstanding
the effectiveness of the Assumption Agreement, each of the Security Documents set forth on
Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”)
continues to be in full force and effect subject to the Legal Reservations, (iii) confirms its
respective guarantees, pledges and grants of security interests in the Collateral to the extent
provided in the Reaffirmed Security Documents and (iv) 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 Incremental U.S. Term Loans (as defined in the Assumption Agreement),
which shall be considered “Credit Agreement Obligations” under the First Lien Intercreditor
Agreement.




     (b) Each of the Reaffirming Parties hereby confirms and agrees that, with respect to
any Reaffirmed Security Document to which it is a party, the obligations under the
Incremental U.S. Term Loans 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.




     (c) Each of the Reaffirming Parties hereby agrees that the Parallel Debt, if any, of
such Reaffirming Party created under the First Lien Intercreditor Agreement or under any
guarantor joinder to the First Lien Intercreditor Agreement, 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) and shall continue to apply, as applicable, in relation to all Obligations defined in the First Lien Intercreditor
Agreement following the effectiveness of the Assumption Agreement.



2









 






     (d) With respect to this Section 1.01, SIG Combibloc (Schweiz) AG consents and agrees
solely to Sections 1.01(a)(i), 1.01(a)(iv) (as relates to the First Lien Intercreditor
Agreement) and 1.01(c) herein.



ARTICLE II




Representations and Warranties



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



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



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



          SECTION 2.04. Grantors. RGHI hereby represents and warrants as of the date hereof
that, other than the Grantors listed on Schedule C hereto (which are not signatories
hereto), the Grantors listed on Schedule A hereto constitute all of the Grantors under 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 (i) copies hereof which, when taken together, bear the signatures of
each Reaffirming Party, the Collateral Agents, the Administrative Agent and the Trustee shall
have been received by each of the Collateral Agents, the Administrative Agent and the Trustee and
(ii) the Assumption Agreement has become effective in whole or in part in accordance with



3









 




the terms
of Section 6 thereof. 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 RGHI, any Borrower, Issuer or other Grantor under any Loan Document from any of its
obligations and liabilities thereunder. Each of the Loan Documents shall remain in full force and
effect notwithstanding the execution and delivery of this Agreement.



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



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



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



          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]




4









 





          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 	 
	 



STATE OF NEW YORK

COUNTY OF NEW YORK



On the 28th day of April in the year 2010 before me, the undersigned,
personally appeared Helen Dorothy Golding, personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is subscribed to the within
instrument and acknowledged to me that she executed the same in her capacity, and that by her
signature on the instrument, the individual, or the person upon behalf of which the individual
acted,
executed the instrument.




	 	 	 	 	 
	 	 	 
	 	    /s/ Maria A. Figueroa
 	 
	 	Name:  	Maria A. Figueroa 	 
	 	 	 
	 



Sworn to before me this 28th day of April, 2010

Notary Public

Printed Name: Maria A. Figueroa

My Commission Expires: September 11, 2013




[Signature Page to Reaffirmation Agreement]







 









 








	 	 	 	 	 
	 	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.

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




	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE

VEDAÇÃO LTDA.

 	 
	 	By  	/s/ Guilherme Rodrigues Miranda
 	 
	 	 	Name:  	Guilherme Rodrigues Miranda 	 
	 	 	Title:  	Manager 	 
	 



	 	 	 	 	 
	 	SIG BEVERAGES BRASIL LTDA.

 	 
	 	By  	/s/ Félix Colas Morea
 	 
	 	 	Name:  	Félix Colas Morea 	 
	 	 	Title:  	Manager 	 
	 



	 	 	 	 	 
	 	SIG COMBIBLOC DO BRASIL LTDA.

 	 
	 	By  	/s/  Ricardo Lança Rodriguez
 	 
	 	 	Name:  	Ricardo Lança Rodriguez 	 
	 	 	Title:  	Manager 	 
	 
	 	 	 
	 	By  	   /s/ Cynthia Peres
 	 
	 	 	Name:  	Cynthia Peres 	 
	 	 	Title:  	CFO 	 
	 






 









 





	 	 	 	 	 
	 	SIG COMBIBLOC DO BRASIL LTDA.

 	 
	 	By  	/s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



STATE OF NEW YORK

COUNTY OF NEW YORK



On the 4th day of May in the year 2010 before me, the undersigned,
personally appeared Chiara Brophy, personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is subscribed to the within
instrument and acknowledged to me that she executed the same in her capacity, and that by her
signature on the instrument, the individual, or the person upon behalf of which the individual
acted,
executed the instrument.




	 	 	 	 	 
	 	 	 
	 	/s/Oran Ebel
 	 
	 	Name:  	Oran Ebel 	 
	 	 	 
	 



Sworn to before me this 4th day of May, 2010

Notary Public

Printed Name: Oran Ebel

My Commission Expires: April 13, 2013



	 	 	 	 	 
	 	CSI LATIN AMERICAN HOLDINGS CORPORATION

 	 
	 	By  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Attorney 	 
	 





 









 




	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL (CANADA)

LIMITED

 	 
	 	By  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Authorised
Signatory 	 
	 



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND
GMBH

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

(GERMANY) GMBH

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

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

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

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




 









 








	 	 	 	 	 
	 	SIG COMBIBLOC SYSTEMS GMBH

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

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



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

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





	 	 	 	 	 
	 	towards SIG Reinag AG, acting
through its supervisory board (Aufsichtsrat),
represented by the chairman of the supervisory board acting as its
authorized
representative

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



	 	 	 	 	 
	 	SIG INFORMATION TECHNOLOGY GMBH

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

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

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




 









 








	 	 	 	 	 
	 	SIG ASSET HOLDINGS LIMITED

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



	 	 	 	 	 
	 	SIG COMBIBLOC LIMITED

 	 
	 	By  	/s/ Robert Bailey
 	 
	 	 	Name:  	Robert Bailey 	 
	 	 	Title:  	Attorney 	 
	 



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL (HONG

KONG) LIMITED

 	 
	 	By  	/s/ Robert Bailey
 	 
	 	 	Name:  	Robert Bailey 	 
	 	 	Title:  	Attorney 	 
	 



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL

HOLDINGS (HUNGARY) KFT.

 	 
	 	By  	/s/ Robert Bailey
 	 
	 	 	Name:  	Robert Bailey 	 
	 	 	Title:  	Attorney 	 
	 
	 	CSI HUNGARY KFT.

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




 









 






	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL

(LUXEMBOURG) S.À R.L., a private limited

liability company (société à responsabilité

limitée) with registered office at 6C Parc

d’Activités Syrdall, L-5365 Munsbach,

Grand-Duchy of Luxembourg, registered with

the Luxembourg register of commerce and

companies under number B 146.929 and having a

share capital of EUR 33,101,925

 	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	REYNOLDS CONSUMER PRODUCTS (LUXEMBOURG) S.À

R.L., a private limited liability company

(société à responsabilité limitée) with

registered office at 6C Parc d’Activités

Syrdall, L-5365 Munsbach, Grand-Duchy of

Luxembourg, registered with the Luxembourg

register of commerce and companies under

number B 148.959 and having a share capital

of EUR 1,089,800

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



STATE OF NEW YORK

COUNTY OF NEW YORK




On the 28th day of April in the year 2010 before me, the undersigned,
personally appeared Helen Dorothy Golding, personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is subscribed to the within
instrument and acknowledged to me that she executed the same in her capacity, and that by her
signature on the instrument, the individual, or the person upon behalf of which the individual
acted,
executed the instrument.




	 	 	 	 	 
	 	 	 
	 	     /s/ Maria A. Figueroa
 	 
	 	Name:  	Maria A. Figueroa 	 
	 	 	 
	 



Sworn to before me this 28th day of April, 2010

Notary Public

Printed Name: Maria A. Figueroa

My Commission Expires: September 11, 2013






 









 







	 	 	 	 	 
	 	SIG FINANCE (LUXEMBOURG) S.À R.L., a

private limited liability company (société à

responsabilité limitée) with registered

office at 6C Parc d’Activités Syrdall, L-5365

Munsbach, Grand-Duchy of Luxembourg,

registered with the Luxembourg register of

commerce and companies under number B 130.835

and having a share capital of EUR 12,500, in

liquidation

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


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

 	 
	 	By  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



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

 	 
	 	By  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



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

 	 
	 	By  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



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

 	 
	 	By  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



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

 	 
	 	By  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



 









 








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

 	 
	 	By  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL B.V.

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



	 	 	 	 	 
	 	REYNOLDS CONSUMER PRODUCTS

INTERNATIONAL B.V.

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


	 	 	 	 	 
	 	REYNOLDS GROUP HOLDINGS LIMITED

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



	 	 	 	 	 
	 	and witnessed by

 	 
	 	/s/ Jonathan Lubin
 	 
	 	Name:  	Jonathan Lubin 	 
	 	Address: [____]

Occupation: Attorney 	 
	 




 









 






	 	 	 	 	 
	 	SIG ALLCAP AG

 	 
	 	By  	/s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG COMBIBLOC GROUP AG

 	 
	 	By  	/s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG COMBIBLOC PROCUREMENT AG

 	 
	 	By  	/s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG COMBIBLOC (SCHWEIZ) AG

 	 
	 	By  	/s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG REINAG AG

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


	 	 	 	 	 
	 	SIG SCHWEIZERISCHE INDUSTRIE-
GESELLSCHAFT AG

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



	 	 	 	 	 
	 	SIG TECHNOLOGY AG

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






 











 





	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED

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



	 	 	 	 	 
	 	REYNOLDS CONSUMER PRODUCTS (UK) LIMITED

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



	 	 	 	 	 
	 	REYNOLDS SUBCO (UK) LIMITED

 	 
	 	By  	/s/ Stephen Pardy
 	 
	 	 	Name:  	Stephen Pardy 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG HOLDINGS (UK) LIMITED

 	 
	 	By  	/s/ Stephen Pardy
 	 
	 	 	Name:  	Stephen Pardy 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG COMBIBLOC LIMITED

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




 









 





	 	 	 	 	 
	 	BAKERS CHOICE PRODUCTS, 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 INTERNATIONAL 
AMERICAS, 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 	 
	 




	 	 	 	 	 
	 	REYNOLDS GROUP HOLDINGS INC.

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



STATE OF NEW YORK

COUNTY OF NEW YORK




On the 28th day of April in the year 2010 before me, the undersigned,
personally appeared Helen Dorothy Golding, personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is subscribed to the within
instrument and acknowledged to me that she executed the same in her capacity, and that by her
signature on the instrument, the individual, or the person upon behalf of which the individual
acted,
executed the instrument.




	 	 	 	 	 
	 	 	 
	 	     /s/ Maria A. Figueroa
 	 
	 	Name:  	Maria A. Figueroa 	 
	 	 	 
	 



Sworn to before me this 28th day of April, 2010

Notary Public

Printed Name: Maria A. Figueroa

My Commission Expires: September 11, 2013
















 






	 	 	 	 	 
	 	REYNOLDS PACKAGING MACHINERY INC.

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

 	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President and
Secretary 	 
	 
	 	REYNOLDS CONSUMER PRODUCTS, INC.

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



	 	 	 	 	 
	 	SIG HOLDING USA, INC.

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

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















 






	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS

BRANCH (formerly known as Credit Suisse,

Cayman Islands Branch), as Administrative

Agent,
Eleven Madison Avenue

New York, New York 10010-3629

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



STATE OF NEW YORK




COUNTY OF NEW YORK




On the 28th day of April in the year 2010 before me, the undersigned, personally
appeared Robert Hetu, Managing Dir., Kevin Buddhdew, Associate, personally known to me
or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that she executed the same in her capacity, and
that by her signature on the instrument, the individual, or the person upon behalf of which the
individual acted, executed the instrument.




	 	 	 	 	 
	 	 	 
	 	                                              /s/ Marjorie E. Bull
 	 
	 	Name:  	Marjorie E. Bull 	 
	 	 	 
	 



Sworn to before me this 28th day of April, 2010

Notary Public

Printed Name: Marjorie E. Bull

My Commission Expires: 2/20/2011
















 




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, in

its capacity as Collateral Agent

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


	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON) LIMITED,

in its capacity as Collateral Agent

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















 









	 	 	 	 	 
	 	REYNOLDS GROUP HOLDINGS LIMITED

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



	 	 	 	 	 
	 	and witnessed by

 	 
	 	/s/ Jonathan Lubin
 	 
	 	Name:  	Jonathan Lubin 	 
	 	Address: [____]

Occupation: Attorney 	 
	 



Signature Page to Reaffirmation Agreement














 








	 	 	 	 	 
	 	SIG ALLCAP AG

 	 
	 	By  	/s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG COMBIBLOC GROUP AG

 	 
	 	By  	/s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG COMBIBLOC PROCUREMENT AG

 	 
	 	By  	/s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG COMBIBLOC (SCHWEIZ) AG

 	 
	 	By  	/s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG REINAG AG

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



Signature Page to Reaffirmation Agreement














 








	 	 	 	 	 
	 	SIG SCHWEIZERISCHE INDUSTRIE-
GESELLSCHAFT AG

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



	 	 	 	 	 
	 	SIG TECHNOLOGY AG

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



Signature Page to Reaffirmation Agreement














 








	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED

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



	 	 	 	 	 
	 	REYNOLDS CONSUMER PRODUCTS (UK) LIMITED

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



	 	 	 	 	 
	 	REYNOLDS SUBCO (UK) LIMITED

 	 
	 	By  	/s/ Stephen Pardy
 	 
	 	 	Name:  	Stephen Pardy 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG HOLDINGS (UK) LIMITED

 	 
	 	By  	/s/ Stephen Pardy
 	 
	 	 	Name:  	Stephen Pardy 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG COMBIBLOC LIMITED

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



Signature Page to Reaffirmation Agreement














 








	 	 	 	 	 
	 	BAKERS CHOICE PRODUCTS, 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 INTERNATIONAL 
AMERICAS, 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 	 
	 



Signature Page to Reaffirmation Agreement

















 








	 	 	 	 	 
	 	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 	 
	 




	 	 	 	 	 
	 	REYNOLDS GROUP HOLDINGS INC.

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



Signature Page to Reaffirmation Agreement














 









	 	 	 	 	 
	 	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 	 
	 



STATE OF NEW YORK

COUNTY OF NEW YORK




On the 28th day of April in the year 2010 before me, the undersigned,
personally appeared Helen Dorothy Golding, personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is subscribed to the within
instrument and acknowledged to me that she executed the same in her capacity, and that by her
signature on the instrument, the individual, or the person upon behalf of which the individual
acted,
executed the instrument.




	 	 	 	 	 
	 	 	 
	 	     /s/ Maria A. Figueroa
 	 
	 	Name:  	Maria A. Figueroa 	 
	 	 	 
	 



Sworn to before me this 28th day of April, 2010

Notary Public

Printed Name: Maria A. Figueroa

My Commission Expires: September 11, 2013




Signature Page to Reaffirmation Agreement














 








	 	 	 	 	 
	 	REYNOLDS PACKAGING MACHINERY INC.

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

 	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President and
Secretary 	 
	 
	 	REYNOLDS CONSUMER PRODUCTS, INC.

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



Signature Page to Reaffirmation Agreement














 








	 	 	 	 	 
	 	SIG HOLDING USA, INC.

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

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



Signature Page to Reaffirmation Agreement














 









	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS

BRANCH (formerly known as Credit Suisse,

Cayman Islands Branch), as Administrative

Agent,
Eleven Madison Avenue

New York, New York 10010-3629

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



STATE OF NEW YORK




COUNTY OF NEW YORK




On the 28th day of April in the year 2010 before me, the undersigned, personally
appeared Robert Hetu, Managing Dir., Kevin Buddhdew, Associate, personally known to me
or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that she executed the same in her capacity, and
that by her signature on the instrument, the individual, or the person upon behalf of which the
individual acted, executed the instrument.




	 	 	 	 	 
	 	 	 
	 	                                              /s/ Marjorie E. Bull
 	 
	 	Name:  	Marjorie E. Bull 	 
	 	 	 
	 



Sworn to before me this 28th day of April, 2010

Notary Public

Printed Name: Marjorie E. Bull

My Commission Expires: 2/20/2011




Signature Page to Reaffirmation Agreement



















 









	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, in

its capacity as Collateral Agent

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



Signature Page to Reaffirmation Agreement















 








	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON) LIMITED,

in its capacity as Collateral Agent

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



Signature Page to Reaffirmation Agreement


















 





SCHEDULE A

TO REAFFIRMATION AGREEMENT




List of the Reaffirming Parties




	 	 	 
	JURISDICTION	 	ENTITY
	BRAZIL

	 	Closure Systems International (Brazil) Sistemas de Vedacao Ltda
	 

	 	SIG Beverages Brasil Ltda.
	 

	 	SIG Combibloc do Brasil Ltda
	 
	 	 
	BRITISH VIRGIN ISLANDS

	 	CSI Latin American Holdings Corporation
	 
	 	 
	CANADA

	 	Closure Systems International (Canada) Limited
	 
	 	 
	GERMANY

	 	SIG Euro Holding AG & Co. KGaA
	 

	 	SIG Beverages Germany GmbH
	 

	 	SIG Combibloc Holding GmbH
	 

	 	SIG Vietnam Beteiligungs GmbH
	 

	 	SIG Combibloc GmbH
	 

	 	SIG Combibloc Systems GmbH
	 

	 	SIG Combibloc Zerspanungstechnik GmbH
	 

	 	SIG Information Technology GmbH
	 

	 	SIG International Services GmbH
	 

	 	Closure Systems International Holdings (Germany) GmbH
	 

	 	Closure Systems International Deutschland GmbH
	 
	 	 
	GUERNSEY

	 	SIG Asset Holdings Limited
	 
	 	 
	HONG KONG

	 	SIG Combibloc Limited
	 

	 	Closure Systems International (Hong Kong) Limited
	 
	 	 
	HUNGARY

	 	Closure Systems International Holdings (Hungary) Kft
	 

	 	CSI Hungary Kft
	 
	 	 
	LUXEMBOURG

	 	Beverage Packaging Holdings (Luxembourg) I S.A. (“BPH I”)
	 

	 	Beverage Packaging Holdings (Luxembourg) II S.A. (“BPH II”)
	 

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

	 	SIG Finance (Luxembourg) S.à.r.l (“SIG Finance”)
	 

	 	Reynolds Group Issuer (Luxembourg) S.A.(“Lux Issuer”)
	 

	 	Closure Systems International (Luxembourg) S.à.r.l (“CSI Lux”)
	 

	 	Reynolds Consumer Products (Luxembourg) S.à.r.l. (“RCP Lux”)
	 
	 	 
	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.
	 
	 	 
	NETHERLANDS

	 	Closure Systems International B.V.
	 

	 	Reynolds Consumer Products International B.V.
	 
	 	 
	NEW ZEALAND

	 	Reynolds Group Holdings Limited
	 
	 	 
	SWITZERLAND

	 	SIG Finanz AG
	 

	 	SIG Combibloc Group AG
	 

	 	SIG Reinag AG






 









 






	 	 	 
	JURISDICTION	 	ENTITY
	 

	 	SIG Technology AG
	 

	 	SIG allCap AG
	 

	 	SIG Combibloc Procurement AG
	 

	 	SIG Schweizerische Industrie-Gesellschaft AG
	 

	 	SIG Combibloc (Schweiz) AG
	 
	 	 
	UNITED KINGDOM

	 	SIG Combibloc Limited
	 

	 	Closure Systems International (UK) Limited
	 

	 	Reynolds Subco (UK) Limited
	 

	 	SIG Holdings (UK) Limited
	 

	 	Reynolds Consumer Products (UK) Limited
	 
	 	 
	UNITED STATES

	 	Baker’s Choice Products, Inc.
	 

	 	Closure Systems International Holdings Inc.
	 

	 	Closure Systems International Inc.
	 

	 	Closure Systems Mexico Holdings LLC
	 

	 	CSI Mexico LLC
	 

	 	CSI Sales & Technical Services Inc.
	 

	 	Reynolds Consumer Products Holdings Inc.
	 

	 	Reynolds Consumer Products, Inc.
	 

	 	Reynolds Foil Inc.
	 

	 	Reynolds Group Holdings Inc.
	 

	 	Reynolds Group Issuer LLC
	 

	 	Reynolds Group Issuer Inc.
	 

	 	Reynolds Packaging Machinery Inc.
	 

	 	Reynolds Services Inc.
	 

	 	SIG Combibloc Inc.
	 

	 	SIG Holding USA, Inc.
	 

	 	Southern Plastics Inc.
	 

	 	Closure Systems International Americas, Inc.






 









 






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
	JURISDICTION	 	DOCUMENTS	 	in the FLICA
	BRAZIL

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

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

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

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

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

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

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

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






 









 






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

ISLANDS

	 	British Virgin Islands’ debenture dated 2
December 2009 granted by CSI Latin
American Holdings Corporation.
	 	“Secured Liabilities”
	 
	 	 	 	 
	 

	 	British Virgin Islands’ share charge
dated 2 December 2009 granted by Closure
Systems International B.V. over shares in
CSI Latin American Holdings Corporation.	 	 
	 
	 	 	 	 
	CANADA

	 	Canadian General Security Agreement dated
as of December 2, 2009 granted by Closure
Systems International (Canada) Limited to
the Collateral Agent
	 	“Obligations”
	 
	 	 	 	 
	 

	 	Canadian Pledge Agreement dated as of
December 2, 2009 granted by Closure
Systems
International B.V. to the Collateral Agent	 	 
	 
	 	 	 	 
	GERMANY

	 	Notarial share pledge agreement dated 5
November 2009 and entered into between by
SIG Combibloc Group AG as pledgor and The
Bank of New York Mellon as Collateral
Agent and as pledgee and others as
pledgees relating to the shares in SIG
Combibloc Holding GmbH;
	 	“Obligations”
	 
	 	 	 	 
	 

	 	Notarial share pledge agreement dated 5
November 2009 and entered into between
SIG Euro Holding AG & Co. KGaA as pledgor
and The Bank of New York Mellon as
Collateral Agent and as pledgee and
others as pledgees relating to the shares
in SIG Combibloc Holding GmbH, SIG
Combibloc GmbH, SIG Beverages Germany
GmbH, SIG International Services GmbH and
SIG Information Technology GmbH;	 	 
	 
	 	 	 	 
	 

	 	Notarial share pledge agreement dated 5
November 2009 and entered into between
SIG Combibloc Holding GmbH as pledgor and
The Bank of New York Mellon as Collateral
Agent and as pledgee and others as
pledgees relating to the shares in SIG
Combibloc GmbH, SIG Combibloc Systems
GmbH and SIG Vietnam Beteiligungs GmbH;	 	 






 









 






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

	 	Notarial share pledge agreement dated 5
November 2009 and entered into between
SIG Combibloc Systems GmbH as pledgor and
The Bank of New York Mellon as Collateral
Agent and as pledgee and others as
pledgees relating to the shares in SIG
Combibloc Zerspanungstechnik GmbH;	 	 
	 
	 	 	 	 
	 

	 	Notarial share pledge agreement dated 5
November 2009 and entered into between
Closure Systems International B.V. as
pledgor and The Bank of New York Mellon
as Collateral Agent and as pledgee and
others as pledgees relating to the shares
in Closure Systems International Holdings
(Germany) GmbH;	 	 
	 
	 	 	 	 
	 

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

	 	Non-notarial share pledge agreement dated
5 November 2009 and entered into between
SIG Combibloc Group AG as pledgor and The
Bank of New York Mellon as Collateral
Agent and as pledgee and others as
pledgees relating to the shares (Aktien)
in SIG Euro Holding AG & Co. KGaA;	 	 
	 
	 	 	 	 
	 

	 	Account pledge agreement dated 5 November
2009 and entered into between SIG Euro
Holding AG & Co. KGaA as pledgor and The
Bank of New York Mellon as Collateral
Agent and as pledgee and others as pledgees;	 	 






 









 






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

	 	Account pledge agreement dated 5 November
2009 and entered into between SIG
Combibloc Holding GmbH as pledgor and The
Bank of New York Mellon as Collateral
Agent and as pledgee and others as
pledgees;	 	 
	 
	 	 	 	 
	 

	 	Account pledge agreement dated 5 November
2009 and entered into between SIG
Combibloc Systems GmbH as pledgor and The
Bank of New York Mellon as Collateral
Agent and as pledgee and others as
pledgees;	 	 
	 
	 	 	 	 
	 

	 	Account pledge agreement dated 5 November
2009 and entered into between SIG
Beverages Germany GmbH as pledgor and The
Bank of New York Mellon as Collateral
Agent and as pledgee and others as
pledgees;	 	 
	 
	 	 	 	 
	 

	 	Account pledge agreement dated 5 November
2009 and entered into between SIG
Combibloc GmbH as pledgor and The Bank of
New York Mellon as Collateral Agent and
as pledgee and others as pledgees;	 	 
	 
	 	 	 	 
	 

	 	Account pledge agreement dated 5 November
2009 and entered into between SIG
Combibloc Zerspanungstechnik GmbH as
pledgor and The Bank of New York Mellon
as Collateral Agent and as pledgee and
others as pledgees;	 	 
	 
	 	 	 	 
	 

	 	Account pledge agreement dated 5 November
2009 and entered into between SIG Vietnam
Beteiligungs GmbH as pledgor and The Bank
of New York Mellon as Collateral Agent
and as pledgee and others as pledgees;	 	 
	 
	 	 	 	 
	 

	 	Account pledge agreement dated 5 November
2009 and entered into between SIG	 	 






 









 






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

	 	International Services GmbH as pledgor
and The Bank of New York Mellon as
Collateral Agent and as pledgee and
others as pledgees;	 	 
	 
	 	 	 	 
	 

	 	Account pledge agreement dated 5 November
2009 and entered into between SIG
Information Technology GmbH as pledgor
and The Bank of New York Mellon as
Collateral Agent and as pledgee and
others as pledgees;	 	 
	 
	 	 	 	 
	 

	 	German law account pledge agreement dated
5 November 2009 and entered into between
Closure Systems International Holdings
(Germany) GmbH as pledgor and The Bank of
New York Mellon as Collateral Agent and
as pledgee and others as pledgees;	 	 
	 
	 	 	 	 
	 

	 	German law account pledge agreement dated
5 November 2009 and entered into between
Closure Systems International Deutschland
GmbH as pledgor and The Bank of New York
Mellon as Collateral Agent and as pledgee
and others as pledgees;	 	 
	 
	 	 	 	 
	 

	 	German law account pledge agreement dated
5 November 2009 and entered into between
Closure Systems International Deutschland
Real Estate GmbH & Co. KG (now collapsed
into Closure Systems International
Deutschland GmbH) as pledgor and The Bank
of New York Mellon as Collateral Agent
and as pledgee and others as pledgees;	 	 
	 
	 	 	 	 
	 

	 	German law account pledge agreement dated
5 November 2009 and entered into between
SIG Combibloc Group AG as pledgor and The
Bank of New York Mellon as Collateral
Agent and as pledgee and others as
pledgees;	 	 
	 
	 	 	 	 
	 

	 	German law account pledge agreement dated 5	 	 






 









 







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

	 	November 2009 and entered into between
SIG Finanz AG as pledgor and The Bank of
New York Mellon as Collateral Agent and
as pledgee and others as pledgees;	 	 
	 
	 	 	 	 
	 

	 	Account pledge agreement dated 5 November
2009 and entered into between SIG
Schweizerische Industrie-Gesellschaft AG
as pledgor and The Bank of New York
Mellon as Collateral Agent and as pledgee
and others as pledgees;	 	 
	 
	 	 	 	 
	 

	 	German law account pledge agreement dated
5 November 2009 and entered into between
SIG allCap AG as pledgor and The Bank of
New York Mellon as Collateral Agent and
as pledgee and others as pledgees;	 	 
	 
	 	 	 	 
	 

	 	Global assignment agreement dated 5
November 2009 and entered into between
as SIG Euro Holding AG & Co. KGaA
assignor and The Bank of New York Mellon
as Collateral Agent;	 	 
	 
	 	 	 	 
	 

	 	Global assignment agreement dated 5
November 2009 and entered into between
SIG Combibloc Holding GmbH as assignor
and The Bank of New York Mellon as
Collateral Agent;	 	 
	 
	 	 	 	 
	 

	 	Global assignment agreement dated 5
November 2009 and entered into between
SIG Combibloc Systems GmbH as assignor
and The Bank of New York Mellon as
Collateral Agent;	 	 
	 
	 	 	 	 
	 

	 	Global assignment agreement dated 5
November 2009 and entered into between
SIG Beverages Germany GmbH as assignor
and The Bank of New York Mellon as Collateral Agent;
	 	 






 









 






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

	 	Global assignment agreement dated 5
November 2009 and entered into between
SIG Combibloc GmbH as assignor and The
Bank of New York Mellon as Collateral
Agent;	 	 
	 
	 	 	 	 
	 

	 	Global assignment agreement dated 5
November 2009 and entered into between
SIG Combibloc Zerspanungstechnik GmbH as
assignor and The Bank of New York Mellon
as Collateral Agent;	 	 
	 
	 	 	 	 
	 

	 	Global assignment agreement dated 5
November 2009 and entered into between
SIG Vietnam Beteiligungs GmbH as assignor
and The Bank of New York Mellon as
Collateral Agent;	 	 
	 
	 	 	 	 
	 

	 	Global assignment agreement dated 5
November 2009 and entered into between
SIG International Services GmbH as
assignor and The Bank of New York Mellon
as Collateral Agent;	 	 
	 
	 	 	 	 
	 

	 	Global assignment agreement dated 5
November 2009 and entered into between
SIG Information Technology GmbH as
assignor and The Bank of New York Mellon
as Collateral Agent;	 	 
	 
	 	 	 	 
	 

	 	Global assignment agreement dated 5
November 2009 and entered into between
Closure Systems International Holdings
(Germany) GmbH as assignor and The Bank
of New York Mellon as Collateral Agent;	 	 
	 
	 	 	 	 
	 

	 	Global assignment agreement dated 5
November 2009 and entered into between
Closure Systems International Deutschland
GmbH as assignor and The Bank of New York Mellon as Collateral Agent;	 	 






 









 






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

	 	Global assignment agreement dated 5
November 2009 and entered into between
Closure Systems International Deutschland
Real Estate GmbH & Co. KG (now collapsed
into Closure Systems International
Deutschland GmbH) as assignor and The
Bank of New York Mellon as Collateral Agent;	 	 
	 
	 	 	 	 
	 

	 	Security transfer agreement dated 5
November 2009 and entered into between
SIG Combibloc Systems GmbH as transferor
and The Bank of New York Mellon as
Collateral Agent;	 	 
	 
	 	 	 	 
	 

	 	Security transfer agreement dated 5
November 2009 and entered into between
SIG Combibloc GmbH as transferor and The
Bank of New York Mellon as Collateral
Agent;	 	 
	 
	 	 	 	 
	 

	 	Security transfer agreement dated 5
November 2009 and entered into between
SIG Combibloc Zerspanungstechnik GmbH as
transferor and The Bank of New York
Mellon as Collateral Agent;	 	 
	 
	 	 	 	 
	 

	 	Security transfer agreement dated 5
November 2009 and entered into between
Closure Systems International Deutschland
GmbH as transferor and The Bank of New
York Mellon as Collateral Agent;	 	 
	 
	 	 	 	 
	 

	 	IP assignment agreement dated 5 November
2009 and entered into between SIG
Combibloc Systems GmbH as assignor and
The Bank of New York Mellon as Collateral
Agent;	 	 
	 
	 	 	 	 
	 

	 	IP assignment agreement dated 5 November
2009 and entered into between SIG
Combibloc GmbH as assignor and The Bank
of New York Mellon as Collateral Agent;	 	 






 









 






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

	 	Security purpose agreement dated 5
November 2009 and entered into between
SIG Combibloc GmbH and Closure Systems
International Deutschland Real Estate
GmbH & Co. KG (now collapsed into Closure
Systems International Deutschland GmbH)
as chargors and The Bank of New York
Mellon as Collateral Agent relating to
certain land charges;	 	 
	 
	 	 	 	 
	 

	 	German law IP assignment agreement dated
2 December 2009 and entered into between
SIG Technology AG as assignor and The
Bank of New York Mellon as Collateral
Agent;	 	 
	 
	 	 	 	 
	 

	 	German law IP assignment agreement dated
2 December 2009 and entered into between
SIG Finanz AG as assignor and The Bank of
New York Mellon as Collateral Agent;	 	 
	 
	 	 	 	 
	 

	 	German law account pledge agreement dated
2 December 2009 and entered into between
SIG Combibloc Procurement AG as pledgor
and The Bank of New York Mellon as
Collateral Agent and pledgee and others
as pledgees;	 	 
	 
	 	 	 	 
	 

	 	Partnership interest pledge agreement
dated 29 January 2010 and entered into
between SIG Reinag AG as pledgor and The
Bank of New York Mellon as Collateral
Agent and pledgee and others as pledgees
relating to the general partnership
interest in SIG Euro Holding AG & Co.
KGaA;	 	 
	 
	 	 	 	 
	 

	 	Non-notarized share pledge agreement
dated 5 November 2009 and entered into
between SIG Combibloc Group AG as pledgor
and The Bank of New York Mellon as
Collateral Agent and as pledgee relating
to the shares in SIG Euro Holding AG &
Co. KGaA	 	 
	 
	 	 	 	 
	JAPAN

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






 









 






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

	 	Luxembourg law share pledge agreement
dated 5 November 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 BPH I;
	 	“Secured Obligations”
	 
	 	 	 	 
	 

	 	Luxembourg law share pledge agreement
dated 5 November 2009 and entered into
between BPH I as pledgor and the
Collateral Agent, such pledge being
granted over the shares held by BPH I in
the share capital of BPH III;	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law share pledge agreement
dated 5 November 2009 and entered into
between BPH I as pledgor and the
Collateral Agent, such pledge being
granted over the shares held by BPH I in
the share capital of the Lux Issuer;	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law share pledge agreement
dated 5 November 2009 and entered into
between BPH III as pledgor and the
Collateral Agent, such pledge being
granted over the shares held by BPH III
in the share capital of CSI Lux;	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law share pledge agreement
dated 5 November 2009 and entered into
between BPH III as pledgor and the
Collateral Agent, such pledge being
granted over the shares held by BPH III
in the share capital of RCP Lux;	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law pledge over receivables
agreement dated 5 November 2009 and
entered into by the Lux Issuer as pledgor
and the Collateral Agent, such pledge
being granted over certain receivables
held by the Lux Issuer towards BPH III
under a proceeds loan agreement;	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law pledge over receivables
agreement dated 5 November 2009 and
entered into between BPH III as pledgor
and the Collateral Agent, such pledge
being granted over certain receivables
held by BPH III towards BPH I;	 	 






 









 






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

	 	Luxembourg law pledge over receivables
agreement dated 5 November 2009 and
entered into between BPH I as pledgor and
the Collateral Agent, such pledge being
granted over certain receivables held by
BPH I towards BPH III;	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law pledge over receivables
agreement dated 5 November 2009 and
entered into between BPH II as pledgor
and the Collateral Agent, such pledge
being granted over the claims the pledgor
owns against BPH I under certain proceeds
loans made by BPH II to BPH I;	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law pledge over receivables
agreement dated 5 November 2009 and
entered into between SIG Finance as
pledgor and the Collateral Agent, such
pledge being granted over certain
receivables held by SIG Finance towards
BPH III and SIG Austria Holding GmbH;	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law profit participating bond
pledge agreement dated 5 November 2009
and entered into between BPH I as pledgor
and the Collateral Agent, such pledge
being granted over the Bonds (as defined
therein) issued by BPH III and held by
BPH I;	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law bank accounts pledge
agreement dated 5 November 2009 and
entered into between SIG Finance as
pledgor and the Collateral Agent over
certain bank accounts opened with Société
Générale Bank & Trust;	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law bank accounts pledge
agreement dated 5 November 2009 and
entered into between CSI Lux as pledgor
and the Collateral Agent, over certain
bank accounts opened with the Luxembourg
Account Bank;	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law bank accounts pledge
agreement dated 5 November 2009 and
entered into between BPH I as pledgor and
the Collateral Agent, over certain bank
accounts opened with the Luxembourg Account Bank;	 	 






 









 






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

	 	Luxembourg law bank accounts pledge
agreement dated 5 November 2009 and
entered into between BPH III as pledgor
and the Collateral Agent, over certain
bank accounts opened with the Luxembourg
Account Bank;	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law bank accounts pledge
agreement dated 5 November 2009 and
entered into between RCP Lux as pledgor
and the Collateral Agent, over certain
bank accounts opened with the Luxembourg
Account Bank;	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law bank accounts pledge
agreement dated 5 November 2009 and
entered into between the Lux Issuer as
pledgor and the Collateral Agent, over
certain bank accounts opened with the
Luxembourg Account Bank;	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law pledge over receivables
agreement dated 2 December 2009 and
entered into between the Reynolds Group
Holdings Limited as pledgor and the
Collateral Agent in the presence of BPH
I, such pledge being granted over certain
receivables held by the Reynolds Group
Holdings Limited towards BPH I under an
intercompany loan agreement; and	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law share pledge agreement
dated 29 January 2010 and entered into
between SIG Asset Holdings Limited as
pledgor and the Collateral Agent in the
presence of SIG Finance, such pledge to
be granted over the shares held by SIG
Assets Holdings Limited in the share
capital of SIG Finance;	 	 
	 
	 	 	 	 
	 

	 	Luxembourg law pledge over receivables
agreement dated 23 February 2010 and
entered into between BPH I 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
BPH I towards SIG Austria Holding GmbH
and SIG Euro Holding AG & Co. KGaA under
certain intercompany loan agreements.	 	 






 









 






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

	 	Floating Lien Pledge Agreement (contrato
de prenda sin transmisión de posesión)
dated January 29, 2010 executed by 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 as pledgee.
	 	“Obligaciones Garantizadas”
	 
	 	 	 	 
	 

	 	Equity Interests Pledge Agreement
(contrato de prenda sobre acciones y
partes sociales) dated January 29, 2010
executed by 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 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
(contrato de fideicomiso de garantía)
number F/00737, dated January 29, 2010
executed in notarial instrument 31,129
before notary public 218 Mexico City, by
CSI en Saltillo, S. de R.L. de C.V. as
trustor, The Bank of New York Mellon,
S.A., Institución de Banca Múltiple, as
trustee, and The Bank of New York Mellon
acting solely in its capacity as
Collateral Agent, as beneficiary	 	 
	 
	 	 	 	 
	NETHERLANDS

	 	Notarial deed of pledge of registered
shares dated 5 November 2009 between
Closure Systems International
(Luxembourg) S.à r.l. as pledgor, the
Pledgee and Closure Systems International
B.V. as the Company;
	 	“Secured Obligations”
	 
	 	 	 	 
	 

	 	Notarial deed of pledge of registered
shares	 	 






 









 






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

	 	dated 5 November 2009 between
Reynolds Consumer Products (Luxembourg)
S.à r.l. as pledgor, the Pledgee and
Reynolds Consumer Products International
B.V. as the Company;	 	 
	 
	 	 	 	 
	 

	 	Deed of pledge of bank accounts dated 5
November 2009 between Closure Systems
International B.V. and Reynolds Consumer
Products International B.V. and the
Pledgee (as defined therein);	 	 
	 
	 	 	 	 
	NEW ZEALAND

	 	General security deed (first ranking)
dated 5 November 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 5 November 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”
	 
	 	 	 	 
	 

	 	Share Charge 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	 	 
	 
	 	 	 	 
	 

	 	Share Charge over the 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	 	 






 









 






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

	 	Share Charge over shares in SIG Holdings
(UK) Limited granted by SIG Finanz AG
dated December 2, 2009	 	 
	 
	 	 	 	 
	 

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

	 	Security over cash agreement granted by
CSI Hungary Gyarto es Kereskedelmi Kft in
January of Wilmington Trust (London)
limited on the collateral agent	 	 
	 
	 	 	 	 
	 

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

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

	 	Security assignment of contractual rights
under a global loan agreement dated 5
November 2009 granted by Closure Systems
International (Luxembourg) S.à r.l in
favour of The Bank of New York Mellon as
collateral agent dated 10 March 2010	 	 
	 
	 	 	 	 
	 

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

	 	Security assignment of contractual rights
under an Intercompany Loan Agreement (of
around EUR (7 million) between Beverage
Packaging Holdings (Luxembourg) I.S.A. as
lender and SIG Austria Holding GmbH
(Austria) dated 23 February 2010	 	 
	 
	 	 	 	 
	 

	 	English law security assignment of
contractual	 	 






 









 






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

	 	rights dated December 2, 2009
entered into by and between the
Collateral Agent and BPH III relating to
loans made to SIG Euro Holding AG & Co
KGaA and Closure Systems International
B.V.	 	 
	 
	 	 	 	 
	 

	 	English law security assignment of
contractual rights agreement dated
February 23, 2010 and entered into by and
between the Company and the Collateral
Agent relating to a receivable owed to
the Company by SIG Austria Holding GmbH	 	 
	 
	 	 	 	 
	UNITED STATES

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






 









 






SCHEDULE B

TO THE REAFFIRMATION AGREEMENT




Part II

List of the Reaffirmed Security Documents

Collateral Agent: Wilmington Trust




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

	 	Share pledge agreement
dated 4 March 2010 over
the shares in SIG
Austria Holding GmbH
granted by SIG Finanz AG
in favour of the
Collateral Agent;
	 	“Secured Obligations”
	 
	 	 	 	 
	 

	 	Share pledge agreement
dated 4 March 2010 over
the shares in SIG
Combibloc GmbH granted
by SIG Finanz AG 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

	 	An account pledge
agreement dated 3
February 2010 entered
into between SIG Asset
Holdings Limited as
pledgor Wilmington Trust
(London) Limited as
Collateral Agent and as
pledgee and others as
pledgees
	 	“Obligations”
	 
	 	 	 	 
	GUERNSEY

	 	Security Interest
Agreement over
Securities relating to
SIG Asset Holdings
Limited dated 29 January
2010 and 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 29 January
2010 and between SIG
Asset Holdings Limited
and Wilmington Trust
(London) Limited as
Collateral Agent.	 	 
	 
	 	 	 	 
	HONG KONG

	 	Security over Shares
Agreement dated 25
February 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 25
February 2010 entered
into by SIG Finanz AG
over its shares in SIG
Combibloc Limited	 	 
	 
	 	 	 	 
	 

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






 









 






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

	 	Debenture granted by SIG
Combibloc Limited dated
25 February 2010	 	 
	 
	 	 	 	 
	HUNGARY

	 	Quota Charge Agreement
over quotas in Closure
Systems International
Holdings (Hungary) Kft
granted by Closure
Systems International
B.V.
	 	“Obligations”
	 
	 	 	 	 
	 

	 	Quota Charge Agreement
over quotas in CSI
Hungary Kft granted by
Closure Systems
International B.V.	 	 
	 
	 	 	 	 
	 

	 	Floating Charge
Agreement granted by
Closure Systems
International Holdings
(Hungary) Kft	 	 
	 
	 	 	 	 
	 

	 	Bank Account Charge
Agreement granted by
Closure Systems
International Holdings
(Hungary) Kft	 	 
	 
	 	 	 	 
	 

	 	Floating Charge
Agreement granted by CSI
Hungary Kft	 	 
	 
	 	 	 	 
	 

	 	Fixed Charge Agreement
granted by CSI Hungary
Kft	 	 
	 
	 	 	 	 
	 

	 	Bank Account Charge
Agreement granted by CSI
Hungary Kft	 	 
	 
	 	 	 	 
	THAILAND

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






 









 






SCHEDULE C

TO THE REAFFIRMATION AGREEMENT




Excluded Grantors




Austria:

SIG Combibloc GmbH

SIG Combibloc GmbH & Co KG

SIG Austria Holding GmbH




Thailand:

SIG Combibloc Limited




Japan:

Closure Systems International Japan, Ltd.

Closure Systems International Holdings Japan KK




Costa Rica:

CSI Closure Systems Manufacturing de Centro America, Ltda.