exv10w5w5






Exhibit 10.5.5



          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 February 9, 2011 (this
“Agreement”), among (a) Reynolds Group Holdings Limited
(“Holdings”), (b) Reynolds Group Holdings Inc., Reynolds Consumer
Products Holdings Inc., Closure Systems International Holdings Inc., Closure
Systems International B.V. and Pactiv Corporation (collectively with SIG
Austria Holding GmbH and SIG Euro Holding AG & Co. KGaA, the
“Borrowers”), (c) Reynolds Group Issuer (Luxembourg) S.A. (“Lux
Issuer”), Reynolds Group Issuer LLC (“LLC Issuer”) and Reynolds
Group Issuer Inc. (“Inc. Issuer”) (collectively, the
“Issuers”), (d) the Grantors listed on Schedule A hereto
(the “Security Reaffirming Parties”) and the Grantors listed on
Schedule C hereto (together with the Security Reaffirming Parties,
the “Reaffirming Parties”), (e) Credit Suisse AG, as administrative
agent (in such capacity, the “Administrative Agent”) under the
Credit Agreement (as defined below), (f) The Bank of New York Mellon, as
trustee (in such capacity, the “2011 Trustee”) under the 2011 Senior
Secured Notes Indenture (as defined below), (g) The Bank of New York Mellon,
as trustee under the 2010 Senior Secured Notes Indenture (as defined below)
(in such capacity, the “2010 Trustee”), (h) The Bank of New York
Mellon, as trustee under the 2009 Senior Secured Notes Indenture (as
defined below) (in such capacity, the “2009 Trustee”) and (i) The
Bank of New York Mellon and Wilmington Trust (London) Limited as collateral
agents (together, the “Collateral Agents”) under the First Lien
Intercreditor Agreement (as defined below).


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


          B. Pursuant to the Credit Agreement dated as of November 5, 2009 (as amended from
time to time on or prior to the date hereof, including as amended and restated pursuant to
Amendment No. 4 (as defined below), the “Credit Agreement”), among Holdings, the Borrowers,
the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the
Administrative Agent, the Borrowers have, on the date hereof, borrowed the Term Loans (as defined
in Amendment No. 4 and Incremental Term Loan Assumption Agreement dated as of February 9, 2011 to the Credit
Agreement (“Amendment No. 4”)).











 



 


2





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


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


          E. The Issuers, the Collateral Agents, the 2011 Trustee and The Bank of New York
Mellon, London Branch, as paying agent, among others, entered into an indenture, dated as of
February 1, 2011 (the “2011 Senior Secured Notes Indenture”), pursuant to which the Issuers
issued debt securities (the “2011 Senior Secured Notes”). On February 1, 2011, in
connection with such issuance, the 2011 Trustee became a party to the First Lien Intercreditor
Agreement pursuant to Section 5.02(c) thereof.


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


          G. Each Reaffirming Party expects to realize, or has realized, direct and indirect
benefits as a result of the funding of the Term Loans and the consummation of the transactions
contemplated thereby.


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



ARTICLE I




Reaffirmation


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




     (b) Each Reaffirming Party hereby (i) ratifies and affirms Amendment No. 4
and the transactions contemplated thereby, (ii) agrees that, notwithstanding the
effectiveness of Amendment No. 4, Article X of the Credit Agreement continues to be in full force and
effect, (iii) confirms its guarantee of the Bank Obligations (with respect to itself), all
as provided in the Loan Documents as originally executed (including any limitations
expressly set forth therein as









 



3



may be amended and/or modified from time to time) and (iv)
acknowledges that such guarantee (including any limitations thereto expressly set forth in
the relevant Loan Document, including Schedule 10.03 of the Credit Agreement mutatis
mutandis and in any Guarantor Joinder to the Credit Agreement) continues in full force and
effect in respect of the Bank Obligations under the Credit Agreement and the other Loan
Documents, including the Term Loans.




     (c) Each of the Security Reaffirming Parties hereby confirms and agrees
that, with respect to any Reaffirmed Security Document to which it is a party, the
obligations under the 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 (subject to certain exceptions in respect of
certain of the documentation listed in Schedule B that is governed by the laws of
Germany).




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



ARTICLE II




Representations and Warranties


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


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


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


          SECTION 2.04. Grantors. Holdings hereby represents and warrants as of the
date hereof that each Reaffirming Party and the Grantors listed on Schedule D (which are
not signatories hereto) hereto constitute all of the Grantors under the Credit Agreement and the
First Lien Intercreditor Agreement existing immediately prior to the date hereof.












 



4




ARTICLE III




Miscellaneous


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


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


          SECTION 3.03. Effectiveness; Counterparts. This Agreement shall become
effective on the date when copies hereof which, when taken together, bear the signatures of each
Reaffirming Party, the Collateral Agents, the Administrative Agent, the 2011 Trustee, the 2010
Trustee and the 2009 Trustee shall have been received by each of the Collateral Agents, the
Administrative Agent, the 2011 Trustee, the 2010 Trustee and the 2009 Trustee. This Agreement may
not be amended nor may any provision hereof be waived except pursuant to a writing signed by each
of the parties hereto. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument. Delivery by telecopier or other electronic imaging means of an executed counterpart of
a signature page to this Agreement shall be effective as delivery of an original executed
counterpart of this Agreement.


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


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


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


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









 



5



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



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














 



 





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



	 	 	 	 	 
	 	REYNOLDS GROUP HOLDINGS INC.

 	 
	 	By  	



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





	 	 	 	 	 

	Signed, sealed and delivered by
	 	 	)	 
	WHAKATANE MILL AUSTRALIA

	 	 	)	 
	PTY LIMITED by the party’s

	 	 	)	 
	attorney pursuant to power of attorney

	 	 	)	 
	dated                      who states

	 	 	)	 
	that no notice of revocation of the

	 	 	)	 
	power of attorney has been received in

	 	 	)	 
	the presence of:
	 	 	 	 






	 	 	 	 	 	 	 

	/s/ Cindi Lefari.
 

Witness

	 	 
	 	/s/ Karen Mower
 

Attorney
	 	 
	 
	 	 	 	 	 	 
	Cindi Lefari
 

Name of Witness

	 	 
	 	Karen Mower
 

Name of Attorney
	 	 




	 	 	 	 	 
	 	CSI LATIN AMERICAN HOLDINGS CORPORATION

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










 



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL

(CANADA) LIMITED

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



	 	 	 	 	 
	 	EVERGREEN PACKAGING CANADA LIMITED

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	REYNOLDS FOOD PACKAGING CANADA INC.

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	798795 ONTARIO LIMITED

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	NEWSPRING CANADA INC.

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


	 	 	 	 	 
	 	PACTIV CANADA INC.

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









 



	 	 	 	 	 
	 	CSI CLOSURE SYSTEMS 

MANUFACTURING DE CENTRO 

AMERICA, S.R.L.

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 


	 	 	 	 	 
	 	SIG ASSET HOLDINGS LIMITED

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


	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL

(HONG KONG) LIMITED

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 
	 	EVERGREEN PACKAGING (HONG KONG) LIMITED

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG COMBIBLOC LTD

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











 



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL

HOLDINGS (HUNGARY) KFT.

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 
	 	CSI HUNGARY KFT.

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



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL

HOLDINGS (JAPAN) KK

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED

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











 



BEVERAGE PACKAGING HOLDINGS

(LUXEMBOURG) I S.A., a public limited

liability company (société anonyme) with

registered office at 6C Parc d’Activités

Syrdall, L-5365 Munsbach, Grand-Duchy of

Luxembourg, registered with the

Luxembourg register of commerce and

companies under number B 128.592




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



BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG)

II S.A., a public limited liability

company (société anonyme) with registered

office at 6C Parc d’Activités Syrdall,

L-5365 Munsbach, Grand-Duchy of

Luxembourg, registered with the

Luxembourg register of commerce and

companies under number B 128.914




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



BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG)

III S.À R.L., a private limited liability

company (société à responsabilité

limitée) with registered office at 6C

Parc d’Activités Syrdall, L-5365

Munsbach, Grand-Duchy of Luxembourg,

registered with the Luxembourg register

of commerce and companies under number B

128.135 and having a share capital of EUR

404,969,325




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










 



EVERGREEN PACKAGING (LUXEMBOURG) S.À

R.L., a private limited liability company

(société à responsabilité limitée) with

registered office at 6c, Parc d’Activités

Sydrall, L-5365 Munsbach, Grand-Duchy of

Luxembourg, registered with the

Luxembourg register of commerce and

companies under number B 152.662 and

having a share capital of EUR 12,500




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


REYNOLDS GROUP ISSUER (LUXEMBOURG)

S.A., a public limited liability company

(société anonyme) with registered office

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

Munsbach, Grand-Duchy of Luxembourg,

registered with the Luxembourg register

of commerce and companies under number B 148.957




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
 Name:
Karen Mower
	 

	 	 	 	 Title: Authorised Signatory













 



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




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
 Name:
Karen Mower
	 

	 	 	 	 Title: Attorney






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




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
 Name:
Karen Mower
	 

	 	 	 	 Title:     Attorney






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




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
 Name:
Karen Mower
	 

	 	 	 	 Title:     Attorney






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




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
 Name:
Karen Mower
	 

	 	 	 	 Title:     Attorney






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




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
 Name:
Karen Mower
	 

	 	 	 	 Title:     Attorney















 



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




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
 Name:
Karen Mower
	 

	 	 	 	 Title:     Attorney






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




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
 Name:
Karen Mower
	 

	 	 	 	 Title:     Attorney






REYNOLDS METALS COMPANY DE

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




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
 Name:
Karen Mower
	 

	 	 	 	 Title:     Attorney






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




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
	 

	 	 	 	 
	 

	 	 	 	Name: Karen Mower
	 

	 	 	 	Title:     Attorney





CLOSURE SYSTEMS INTERNATIONAL B.V.




	 	 	 	 	 

	 

	 	By
	 	 /s/ Karen Mower
 
Name:
Karen Mower
	 

	 	 	 	Its authorised representative: Attorney






EVERGREEN PACKAGING INTERNATIONAL B.V.




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
	 

	 	 	 	 
	 

	 	 	 	Name: Karen Mower
	 

	 	 	 	Its authorised representative: Attorney






REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
Name:
Karen Mower
	 

	 	 	 	Its authorised representative: Attorney






REYNOLDS PACKAGING INTERNATIONAL B.V.




	 	 	 	 	 

	 

	 	By
	 	 /s/ Karen Mower
	 

	 	 	 	 
	 

	 	 	 	Name: Karen Mower
	 

	 	 	 	Its authorised representative: Attorney













 



REYNOLDS GROUP HOLDINGS LIMITED




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
Name:
Karen Mower
	 

	 	 	 	Title: Authorised Signatory
	 
	 	 	 	 
	 	 	and witnessed by
	 
	 	 	 	 
	 

	 	 	 	/s/ Cindi Lefari
	 

	 	 	 	Name: Cindi Lefari
	 

	 	 	 	Address: Sydney
	 

	 	 	 	Occupation: Attorney






WHAKATANE MILL LIMITED




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
Name:
Karen Mower
	 

	 	 	 	Title: Authorised Signatory
	 
	 	 	 	 
	 	 	and witnessed by
	 
	 	 	 	 
	 

	 	 	 	/s/ Cindi Lefari
	 

	 	 	 	Name: Cindi Lefari
	 

	 	 	 	Address: Sydney
	 

	 	 	 	Occupation: Attorney






	 	 	 	 	 

	 	 	SIG COMBIBLOC GROUP AG
	 
	 	 	 	 
	 

	 	By
	 	/s/ Cindi Lefari
 
Name:
Cindi Lefari
	 

	 	 	 	Title: Attorney














 



CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
Name:
Karen Mower
	 

	 	 	 	Title: Attorney






IVEX HOLDINGS, LTD.




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
Name:
Karen Mower
	 

	 	 	 	Title: Attorney






REYNOLDS CONSUMER PRODUCTS (UK) LIMITED




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
Name:
Karen Mower
	 

	 	 	 	Title: Attorney






REYNOLDS SUBCO (UK) LIMITED




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
Name:
Karen Mower
	 

	 	 	 	Title: Attorney






SIG HOLDINGS (UK) LIMITED




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
Name:
Karen Mower
	 

	 	 	 	Title: Attorney













 



SIG COMBIBLOC LIMITED




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
Name:
Karen Mower
	 

	 	 	 	Title: Attorney






KAMA EUROPE LIMITED




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
Name:
Karen Mower
	 

	 	 	 	Title: Attorney






OMNI-PAC U.K. LIMITED




	 	 	 	 	 

	 

	 	By	 	/s/ Karen Mower
 
Name:
Karen Mower
	 

	 	 	 	Title: Attorney






THE BALDWIN GROUP LIMITED




	 	 	 	 	 

	 

	 	By	 	/s/ Karen Mower
 
Name:
Karen Mower
	 

	 	 	 	Title: Attorney






J. & W. BALDWIN (HOLDINGS) LIMITED




	 	 	 	 	 

	 

	 	By
	 	/s/ Karen Mower
 
Name:
Karen Mower
	 

	 	 	 	Title: Attorney













 



	 	 	 	 	 
	BAKERS CHOICE PRODUCTS, INC.

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



	 	 	 	 	 
	BLUE RIDGE HOLDING CORP.

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



	 	 	 	 	 
	BLUE RIDGE PAPER PRODUCTS INC.

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



	 	 	 	 	 
	BRPP, LLC


 
	 
	 	By:  BLUE RIDGE PAPER PRODUCTS INC., its Sole Member and Manager

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



	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.

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














 





	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.

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



	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL INC.

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



	 	 	 	 	 
	CLOSURE SYSTEMS MEXICO HOLDINGS LLC

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



	 	 	 	 	 
	CSI MEXICO LLC

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



	 	 	 	 	 
	CSI SALES & TECHNICAL SERVICES INC.

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




 









 






	 	 	 	 	 
	EVERGREEN PACKAGING INC.

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



	 	 	 	 	 
	EVERGREEN PACKAGING INTERNATIONAL (US) INC.

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



	 	 	 	 	 
	EVERGREEN PACKAGING USA INC.

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



	 	 	 	 	 
	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.

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



	 	 	 	 	 
	REYNOLDS CONSUMER PRODUCTS, INC.

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




 









 






	 	 	 	 	 
	REYNOLDS FLEXIBLE PACKAGING INC.

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



	 	 	 	 	 
	REYNOLDS FOIL INC.

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



	 	 	 	 	 
	REYNOLDS FOOD PACKAGING LLC

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



	 	 	 	 	 
	REYNOLDS GROUP ISSUER INC.

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



	 	 	 	 	 
	REYNOLDS GROUP ISSUER LLC

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




 









 





	 	 	 	 	 
	REYNOLDS PACKAGING INC.

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



	 	 	 	 	 
	REYNOLDS PACKAGING KAMA INC.

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



	 	 	 	 	 
	REYNOLDS PACKAGING LLC

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



	 	 	 	 	 
	REYNOLDS PACKAGING MACHINERY INC.

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



	 	 	 	 	 
	REYNOLDS SERVICES INC.

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




 









 




	 	 	 	 	 
	SIG COMBIBLOC INC.

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



	 	 	 	 	 
	SIG HOLDING USA, INC.

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



	 	 	 	 	 
	SOUTHERN PLASTICS INC.

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



	 	 	 	 	 
	ULTRA PAC, INC.

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



	 	 	 	 	 
	NEWSPRING INDUSTRIAL CORP.

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



	 	 	 	 	 
	PACTIV CORPORATION

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


	 	 	 	 	 
	PACTIV FACTORING LLC

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




 









 






	 	 	 	 	 
	PACTIV GERMANY HOLDINGS, INC.

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



	 	 	 	 	 
	PACTIV INTERNATIONAL HOLDINGS, INC.

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



	 	 	 	 	 
	PACTIV MANAGEMENT COMPANY LLC

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


	 	 	 	 	 
	PACTIV RETIREMENT ADMINISTRATION LLC

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 
	PACTIV RSA LLC

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 
	PCA WEST INC.

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




 









 





	 	 	 	 	 
	PWP INDUSTRIES, INC.

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 
	PWP HOLDINGS, INC.

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



	 	 	 	 	 
	PRAIRIE PACKAGING, INC.

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


	 	 	 	 	 
	CREDIT SUISSE AG, CAYMAN ISLANDS

BRANCH, as Administrative Agent,

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



 









 




	 	 	 	 	 



	 	 	 	 	 
	THE BANK OF NEW YORK MELLON, in its

capacity as Collateral Agent,

 
	 
	 	By:  	/s/ Catherine F. Donohue
 	 
	 	 	Name:  	Catherine F. Donohue 	 
	 	 	Title:  	Vice President 	 
	 
	THE BANK OF NEW YORK MELLON, in its

capacity as 2011 Trustee, 2010 Trustee

and 2009 Trustee,

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


	 	 	 	 	 
	WILMINGTON TRUST (LONDON) LIMITED,
in 

its capacity as Collateral
Agent,

 
	 
	 	By:  	/s/ Elaine Lockhart
 	 
	 	 	Name:  	Elaine Lockhart 	 
	 	 	Title:  	Director 	 
	 





 











 





SCHEDULE A

TO REAFFIRMATION AGREEMENT




List of the Security Reaffirming Parties




	 	 	 
	JURISDICTION	 	ENTITY
	BRITISH VIRGIN ISLANDS

	 	CSI Latin American Holdings Corporation
	 
	 	 
	CANADA

	 	Closure Systems International (Canada) Limited
	 

	 	Reynolds Food Packaging Canada Inc.
	 

	 	Evergreen Packaging Canada Limited
	 

	 	Newspring Canada Inc.
	 

	 	798795 Ontario Limited
	 

	 	Pactiv Canada Inc.
	 
	 	 
	GUERNSEY

	 	SIG Asset Holdings Limited
	 
	 	 
	HONG KONG

	 	SIG Combibloc Limited
	 

	 	Closure Systems International (Hong Kong) Limited
	 

	 	Evergreen Packaging (Hong Kong) Limited
	 
	 	 
	HUNGARY

	 	Closure Systems International Holdings (Hungary) Kft
	 

	 	CSI Hungary Kft
	 
	 	 
	LUXEMBOURG

	 	Beverage Packaging Holdings (Luxembourg) I S.A.
	 

	 	Beverage Packaging Holdings (Luxembourg) II S.A.
	 

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

	 	Reynolds Group Issuer (Luxembourg) S.A.
	 

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

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

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

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

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

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

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

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

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

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

	 	Closure Systems International B.V.
	 

	 	Reynolds Consumer Products International B.V.
	 

	 	Evergreen Packaging International B.V.
	 

	 	Reynolds Packaging International B.V.
	 
	 	 
	NEW ZEALAND

	 	Reynolds Group Holdings Limited
	 

	 	Whakatane Mill Limited
	 
	 	 
	SWITZERLAND

	 	SIG Combibloc Group AG
	 
	 	 
	UNITED KINGDOM

	 	SIG Combibloc Limited
	 

	 	Closure Systems International (UK) Limited
	 

	 	Reynolds Subco (UK) Limited
	 

	 	SIG Holdings (UK) Limited
	 

	 	Reynolds Consumer Products (UK) Limited
	 

	 	Ivex Holdings, Ltd.
	 

	 	Kama Europe Limited
	 

	 	The Baldwin Group Limited
	 

	 	J. & W. Baldwin (Holdings) Limited
	 

	 	Omni-Pac U.K. Limited
	 
	UNITED STATES

	 	Bakers Choice Products, Inc.






 









 






	 	 	 
	JURISDICTION	 	ENTITY
	 

	 	Closure Systems International Holdings Inc.
	 

	 	Closure Systems International Inc.
	 

	 	Closure Systems Mexico Holdings LLC
	 

	 	CSI Mexico LLC
	 

	 	CSI Sales & Technical Services Inc.
	 

	 	Reynolds Consumer Products Holdings Inc.
	 

	 	Reynolds Consumer Products, Inc.
	 

	 	Reynolds Foil Inc.
	 

	 	Reynolds Group Holdings Inc.
	 

	 	Reynolds Group Issuer LLC
	 

	 	Reynolds Group Issuer Inc.
	 

	 	Reynolds Packaging Machinery Inc.
	 

	 	Reynolds Services Inc.
	 

	 	SIG Combibloc Inc.
	 

	 	SIG Holding USA, Inc.
	 

	 	Southern Plastics Inc.
	 

	 	Closure Systems International Americas, Inc.
	 

	 	Blue Ridge Holding Corp.
	 

	 	Blue Ridge Paper Products Inc.
	 

	 	BRPP, LLC
	 

	 	Evergreen Packaging Inc.
	 

	 	Evergreen Packaging USA Inc.
	 

	 	Evergreen Packaging International (US) Inc.
	 

	 	Reynolds Packaging, Inc.
	 

	 	Reynolds Flexible Packaging Inc.
	 

	 	Ultra Pac, Inc.
	 

	 	Reynolds Food Packaging LLC
	 

	 	Reynolds Packaging Kama Inc.
	 

	 	Reynolds Packaging LLC
	 

	 	Pactiv Corporation
	 

	 	Pactiv Factoring LLC
	 

	 	Pactiv RSA LLC
	 

	 	Pactiv Retirement Administration LLC
	 

	 	Pactiv Germany Holdings Inc.
	 

	 	Pactiv International Holdings Inc.
	 

	 	Pactiv Management Company LLC
	 

	 	PCA West Inc.
	 

	 	Prairie Packaging, Inc.
	 

	 	PWP Holdings, Inc.
	 

	 	PWP Industries, Inc.
	 

	 	Newspring Industrial Corp.






 









 





SCHEDULE B

TO THE REAFFIRMATION AGREEMENT




Part I

List of the Reaffirmed Security Documents

Collateral Agent: The Bank of New York Mellon




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

ISLANDS

	 	Debenture dated December 2, 2009 granted by
CSI Latin American Holdings Corporation.
	 	“Secured Liabilities”
	 
	 	 	 	 
	 

	 	Share charge dated December 2, 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 Bank of New York Mellon, as collateral
agent.
	 	“Obligations”
	 
	 	 	 	 
	 

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

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

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

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

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

	 	Bond Pledge Agreement granted by Evergreen	 	 






 









 






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

	 	Packaging Canada Limited in favour of The
Bank of New York Mellon dated June 28, 2010.	 	 
	 
	 	 	 	 
	 

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

	 	Canadian Pledge Agreement dated as of
September 1, 2010 between Reynolds Packaging
International B.V. and The Bank of New York
Mellon, relating to shares in Reynolds Food
Packaging Canada Inc.	 	 
	 
	 	 	 	 
	 

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

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

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

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

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

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






 









 






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

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

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

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

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

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

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

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

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

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






 









 






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

	 	 
	 	 
	 
	 	 	 	 
	GERMANY

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

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

	 	Account Pledge Agreement dated February 1,
2011, and entered into between SIG Combibloc
Group AG as pledgor and The Bank of New
York Mellon as Collateral Agent.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge Agreement dated November 5,
2009, and entered into between SIG Finanz AG
(now assumed by SIG Combibloc Group AG
by way of merger effective June 15, 2010) as
pledgor and The Bank of New York Mellon as
Collateral Agent and as pledgee and others as
pledgees, as amended by a confirmation and
amendment agreement dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	IP Assignment Agreement dated December 2,
2009, and entered into between SIG Finanz AG
(now assumed by SIG Combibloc Group AG
by way of merger effective June 15, 2010) as
assignor and The Bank of New York Mellon as
Collateral Agent, as amended by certain
confirmation and amendment agreements dated
May 4, 2010, November 16, 2010 and February
1, 2011.	 	 
	 
	 	 	 	 
	JAPAN

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






 









 






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

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

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

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

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

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






 









 






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

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

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

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

	 	Pledge Over Bank Accounts dated November 5,
2009 and entered into between Closure
Systems International (Luxembourg) S.à r.l.
as pledgor (the rights, obligations and
liabilities of which have been transferred
to Beverage Packaging Holdings (Luxembourg)
III S.à r.l.) and the Collateral Agent, over
certain bank accounts opened with Société
Générale Bank & Trust.	 	 
	 
	 	 	 	 
	 

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






 









 






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

	 	bank accounts opened with Société
Générale Bank & Trust.	 	 
	 
	 	 	 	 
	 

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

	 	Pledge Over Bank Accounts dated November 5,
2009 and entered into between Reynolds
Consumer Products (Luxembourg) S.à r.l. as
pledgor (the rights, obligations and
liabilities of which have been transferred
to Beverage Packaging Holdings (Luxembourg)
III S.à r.l.) and the Collateral Agent, over
certain bank accounts opened with Société
Générale Bank & Trust.	 	 
	 
	 	 	 	 
	 

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

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

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






 









 






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

	 	held
by Beverage Packaging Holdings (Luxembourg)
I S.A. towards SIG Austria Holding GmbH and
SIG Euro Holding AG & Co. KGaA under certain
intercompany loan agreements.	 	 
	 
	 	 	 	 
	 

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

	 	Pledge Over Receivables dated May 4, 2010
and entered into between Beverage Packaging
Holdings (Luxembourg) III S.à r.l. as
pledgor and the Collateral Agent in the
presence of SIG Combibloc Holding GmbH, such
pledge being granted over certain
receivables held by Beverage Packaging
Holdings (Luxembourg) III S.à r.l. towards
SIG Combibloc Holding GmbH under certain
intercompany loan agreements.	 	 
	 
	 	 	 	 
	MEXICO

	 	Floating Lien Pledge Agreement (Contrato de
Prenda sin Transmisión de Posesión) dated
January 29, 2010 executed by and among Grupo
CSI de México, S. de R.L. de C.V., CSI en
Saltillo, S. de R.L. de C.V., CSI en
Ensenada, S. de R.L. de C.V., CSI
Tecniservicio, S. de R.L. de C.V., Bienes
Industriales del Norte, S.A. de C.V., and
Técnicos de Tapas Innovativas, S.A. de C.V.
as pledgors, and The Bank of New York Mellon
acting solely in its capacity as Collateral
Agent on behalf and for the benefit of the
Secured Parties, as pledgee.
	 	“Obligaciones Garantizadas”
	 
	 	 	 	 
	 

	 	Equity Interests Pledge Agreement (Contrato
de Prenda sobre Acciones y Partes Sociales)
dated January 29, 2010 executed by and among
Grupo CSI de México, S. de R.L. de C.V.,
Closure Systems International B.V., CSI
Mexico LLC, CSI en Saltillo, S. de R.L. de
C.V., and Closure Systems Mexico Holdings
LLC, as pledgors, and The Bank of New York	 	 






 









 






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

	 	Mellon acting solely in its capacity as
Collateral Agent on behalf and for the
benefit of the Secured Parties, as pledgee,
with the acknowledgment of Bienes
Industriales del Norte, S.A. de C.V.,
Técnicos de Tapas Innovativas, S.A. de C.V.,
CSI Tecniservicio, S. de R.L. de C.V., and
CSI en Ensenada, S. de R.L. de C.V.	 	 
	 
	 	 	 	 
	 

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

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

	 	Partnership Interest Pledge Agreement
(Contrato de Prenda sobre Parte Social)
dated May 4, 2010, executed by and between
Evergreen Packaging International B.V., as
pledgor, and The Bank of New York Mellon
acting solely in its capacity as Collateral
Agent on behalf and for the benefit of the
Secured Parties, as pledgee, with the
acknowledgment of Evergreen Packaging
Mexico, S. de R.L. de C.V.	 	 
	 
	 	 	 	 
	 

	 	Floating Lien Pledge Agreement (Contrato de
Prenda sin Transmisión de Posesión) dated	 	 






 









 






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

	 	September 1, 2010, executed by and among
Maxpack, S. de R.L. de C.V. and Reynolds
Metals Company de Mexico, S. de R.L. de
C.V., as pledgors, and The Bank of New York
Mellon acting solely in its capacity as
Collateral Agent on behalf and for the
benefit of the Secured Parties, as pledgee.	 	 
	 
	 	 	 	 
	 

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

	 	Notarial Deed of Pledge of Registered Shares
dated November 5, 2009 between Closure
Systems International (Luxembourg) S.à r.l.
as pledgor, the Pledgee and Closure Systems
International B.V. as the Company, in
respect of which all obligations of the
pledgor have been assumed by Beverage
Packaging Holdings (Luxembourg) III S.à
r.l.
	 	“Secured Obligations”
	 
	 	 	 	 
	 

	 	Notarial deed of pledge of registered shares
dated November 5, 2009 between Reynolds
Consumer Products (Luxembourg) S.à r.l. as
pledgor, the Pledgee and Reynolds Consumer
Products International B.V. as the Company,
in respect of which all obligations of the
pledgor have been assumed by Closure Systems
International B.V. following a contribution
of the shares of Reynolds Consumer Products
International B.V. to Closure Systems
International B.V.	 	 
	 
	 	 	 	 
	 

	 	Disclosed Pledge of Bank Accounts dated
November 5, 2009 between Closure Systems	 	 






 









 






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

	 	International B.V. and Reynolds Consumer
Products International B.V. and the Pledgee
(as defined therein).	 	 
	 
	 	 	 	 
	 

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

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

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

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

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

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

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

	 	Security Over Shares Agreement over shares
in Closure Systems International (UK)
Limited	 	 






 









 






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

	 	granted by Closure Systems
International B.V. dated December 2, 2009.	 	 
	 
	 	 	 	 
	 

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

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

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

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

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

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

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

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

	 	Security Assignment of Contractual Rights	 	 






 









 






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

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

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

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

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

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

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

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

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

	 	Debenture granted by J. & W. Baldwin
(Holdings) Limited dated November 16, 2010.	 	 
	 
	 	 	 	 
	 

	 	Security Assignment of Contractual Rights
under a global loan agreement dated November
5, 2009 granted by Beverage Packaging	 	 






 









 






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

	 	Holdings (Luxembourg) III S.à r.l. in favor
of The Bank of New York Mellon as collateral
agent dated February 1, 2011	 	 
	 
	 	 	 	 
	UNITED STATES

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

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

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

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

	 	Patent Security Agreement dated as of
November 16, 2010 among Pactiv Corporation,
Newspring Industrial Corp.	 	 
	 

	 	Prairie Packaging, Inc., PWP Industries,
Inc. and The Bank of New York Mellon.	 	 
	 
	 	 	 	 
	 

	 	Trademark Security Agreement dated as of
November 16, 2010 among Pactiv Corporation,
Newspring Industrial Corp.	 	 
	 

	 	Prairie Packaging, Inc., PWP Industries,
Inc. and The Bank of New York Mellon.	 	 






 









 





SCHEDULE B

TO THE REAFFIRMATION AGREEMENT




Part II

List of the Reaffirmed Security Documents

Collateral Agent: Wilmington Trust




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

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

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

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

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

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

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

	 	Account Pledge Agreement
dated February 1, 2011
entered into between SIG
Asset Holdings	 	 






 









 






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

	 	Limited as
pledgor, and Wilmington
Trust (London) Limited as
Collateral Agent.	 	 
	 
	 	 	 	 
	GUERNSEY

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

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

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

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

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

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

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

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

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






 









 






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

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

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

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

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

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

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

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

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

	 	Real property mortgages
given by Whakatane Mill
Limited in respect of the
following	 	 






 









 






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

	 	certificates of
title: SA685/3; SA658/133;
SA657/97; SA1743/3;
SA942/52; SA5B/958;
SA26C/782; SA1006/36;
SA1443/56 and SA802/138.	 	 
	 
	 	 	 	 
	UNITED KINGDOM

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






 









 





SCHEDULE C

TO THE REAFFIRMATION AGREEMENT




Grantors Reaffirming Guarantees Only



Australia:

Whakatane Mill Australia Pty Limited (ACN 143 793 659)




Costa Rica:

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




Japan:

Closure Systems International Japan, Limited

Closure Systems International Holdings (Japan) KK









 









 








SCHEDULE D

TO THE REAFFIRMATION AGREEMENT




Excluded Grantors




Austria:

SIG Combibloc GmbH

SIG Combibloc GmbH & Co KG

SIG Austria Holding GmbH




Brazil:

Closure Systems International (Brazil) Sistemas de Vedaçao Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.




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




Switzerland

SIG Reinag AG

SIG Technology AG

SIG allCap AG

SIG Combibloc Procurement AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Combibloc (Schweiz) AG




Thailand:

SIG Combibloc Ltd.