exv4w6w16






EXHIBIT 4.6.16



The taking of this document or any certified copy of it or any other document which constitutes
substitute documentation for it, or any document which includes written confirmations or references
to it, into Austria as well as printing out any e-mail communication which refers to this document
in Austria or sending any e-mail communication to which a pdf scan of this document is attached to
an Austrian addressee or sending any e-mail communication carrying an electronic or digital
signature which refers to this document to an Austrian addressee may cause the imposition of
Austrian stamp duty. Accordingly, keep the original document as well as all certified copies
thereof and written and signed references to it outside of Austria and avoid printing out any
e-mail communication which refers to this document in Austria or sending any e-mail communication
to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail
communication carrying an electronic or digital signature which refers to this document to an
Austrian addressee.





     FIRST SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes
Supplemental Indenture”) dated as of September 8, 2011 among REYNOLDS GROUP
ISSUER LLC, a Delaware limited liability company (the “US Issuer I”),
REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II”),
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a société anonyme (limited
liability company) organized under the laws of Luxembourg (the “Luxembourg
Issuer” and, together with the US Issuer I and the US Issuer II, the
“Ultimate Issuers”), the affiliates of the Ultimate Issuers party hereto
(the “Senior Note Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee,
principal paying agent, transfer agent and registrar under the indenture
referred to below (the “Trustee”), to the Senior Notes Indenture (as defined
below).



W I T N E S S E T H :




          WHEREAS RGHL US ESCROW II LLC, a Delaware limited liability company (the “US LLC Escrow
Issuer”), and RGHL US ESCROW II INC., a Delaware Corporation (the “US Corporate Escrow Issuer” and,
together with the US LLC Escrow Issuer, the “Escrow Issuers”), have heretofore executed and
delivered to the Trustee an indenture (the “Senior Notes Indenture”) dated as of August 9, 2011, in
respect of the issuance of an aggregate principal amount of $1,000,000,000 of 9.875% Senior Notes
due 2019 (the “Senior Notes”);



          WHEREAS the gross proceeds to the Initial Purchasers from the offer and sale of the Senior
Notes and other funds were deposited by the Initial Purchasers and the Escrow Issuers into the
Escrow Accounts at the closing of the offering of the Senior Notes;



          WHEREAS immediately after the execution of this Senior Notes Supplemental Indenture, the
proceeds of the issuance of the Senior Notes will be released from the Escrow Accounts pursuant to
Section 6(a) of the Escrow Agreement (the “Escrow Release”);



          WHEREAS pursuant to Section 4.24 of the Senior Notes Indenture, as conditions to the Escrow
Release, (i) the Ultimate Issuers are required to execute and deliver this Senior



 









 




Notes Supplemental Indenture and to assume all of the obligations of the Escrow Issuers under the Senior
Notes and the Senior Notes Indenture and to succeed the Escrow Issuers as the “Issuers” under the
Senior Notes Indenture and (ii) the Senior Note Guarantors are required to execute and deliver this
Senior Notes Supplemental Indenture, to, jointly and severally with all other Senior Note
Guarantors, unconditionally guarantee the obligations of the Issuers under the Senior Notes and the
Senior Notes Indenture on the terms and subject to the conditions set forth in Article X of the
Senior Notes Indenture and to be bound by all other applicable provisions of the Senior Notes
Indenture;




          WHEREAS pursuant to Section 9.01 of the Senior Notes Indenture, the Trustee, BP I and the
Ultimate Issuers are entitled to execute and deliver this Senior Notes Supplemental Indenture;



          Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to them in the Senior Notes Indenture.



          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Ultimate Issuers
and the Senior Note Guarantors mutually covenant and agree for the equal and ratable benefit of the
Holders of the Senior Notes as follows:



          1. Assumption. The Ultimate Issuers hereby assume, on a joint and several basis, all
of the obligations of the Escrow Issuers under the Senior Notes and the Senior Notes Indenture and
hereafter shall be deemed the “Issuers” for all purposes under the Senior Notes and the Senior
Notes Indenture.



          2. Guarantee. The Senior Note Guarantors hereby jointly and severally with all other
Senior Note Guarantors unconditionally guarantee the Ultimate Issuers’ obligations under the Senior
Notes and the Senior Notes Indenture on the terms and subject to the conditions set forth in
Article X of the Senior Notes Indenture and agree to be bound as a Senior Note Guarantor by all the
other applicable provisions of the Senior Notes Indenture.



          3. Ratification of Senior Notes Indenture; Senior Notes Supplemental Indenture Part of
Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in
all respects ratified and confirmed and all the terms, conditions and provisions thereof shall
remain in full force and effect. Following the date hereof, all of the covenants set forth in
Article IV of the Senior Notes Indenture shall be deemed to have been applicable to the Ultimate
Issuers, the Senior Note Guarantors, BP I, BP II and the applicable Restricted Subsidiaries
beginning as of the Issue Date as if the Ultimate Issuers, the Senior Note Guarantors and the
applicable Restricted Subsidiaries had been parties thereto on such date, and any action or
inaction taken by the Ultimate Issuers, the Senior Note Guarantors, BP I, BP II or the applicable
Restricted Subsidiaries after the Issue Date and prior to the date hereof prohibited by the Senior
Notes Indenture, shall be deemed a Default by the Ultimate Issuers, the Senior Note Guarantors or
the applicable Restricted Subsidiaries, as applicable, under the Senior Notes Indenture as of the
date hereof. This Senior Notes Supplemental Indenture shall form a part of the Senior Notes
Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter
authenticated and delivered shall be bound hereby.



 









 





          4. Governing Law. THIS SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          5. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Senior Notes Supplemental Indenture.



          6. Duplicate Originals. The parties may sign any number of copies of this Senior
Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.



          7. Effect of Headings. The Section headings herein are for convenience only and
shall not effect the construction thereof.



          8. No Adverse Interpretation of Other Agreements. This Senior Notes Supplemental
Indenture may not be used to interpret another indenture, loan or debt agreement of the Ultimate
Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement
may not be used to interpret this Senior Notes Supplemental Indenture.



          9. No Recourse Against Others. No (i) director, officer, employee, manager,
incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or
indirect parent corporation or (ii) director, officer, employee or manager of a Senior Note
Guarantor, will have any liability for any obligations of the Ultimate Issuers under the Senior
Notes, this Senior Notes Supplemental Indenture, the Senior Note Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation; provided, however, the
foregoing shall not in any manner affect the liability of a Senior Note Guarantor with respect to
its Senior Note Guarantee. Each holder of Senior Notes by accepting a Senior Note waives and
releases all such liability. The waiver and release are part of the consideration for issuance of
the Senior Notes. The waiver may not be effective to waive liabilities under the federal
securities laws.



          10. Indemnity. (a) The Ultimate Issuers, BP I and the Senior Note Guarantors
executing this Senior Notes Supplemental Indenture, subject to Section 10.08 of the Senior Notes
Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case,
for purposes of this Section, shall include its officers, directors, employees, agents and counsel)
against any and all loss, liability, claim, taxes, costs, damage or expense (including properly
incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or
administration of this trust and the performance of its duties hereunder, including the costs and
expenses of enforcing this Senior Notes Supplemental Indenture or a Senior Note Guarantee provided
herein against the Ultimate Issuers, BP I or a Senior Note Guarantor (including this Section) and
defending itself against or investigating any claim (whether asserted by the Ultimate Issuers, BP
I, any Senior Note Guarantor, any Holder or any other Person). The obligation to pay such amounts
shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation
of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the
Ultimate Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to
notify the Ultimate Issuers shall not relieve any of the Ultimate Issuers, BP I or the Senior Note
Guarantors executing this Senior Notes Supplemental Indenture of its indemnity obligations



 









 




hereunder. The Ultimate Issuers shall defend the claim and the indemnified party shall provide
reasonable cooperation at the Ultimate Issuers’ expense in the defense. Such indemnified parties
may have separate counsel and the Ultimate Issuers, BP I and the Senior Note Guarantors, as
applicable, shall pay the fees and expenses of such counsel. The Ultimate Issuers need not
reimburse any expense or indemnify against any loss, liability or expense incurred by an
indemnified party solely through such party’s own willful misconduct, negligence or bad faith.




          (b) To secure the payment obligations of the Ultimate Issuers, BP I and the Senior Note
Guarantors in this Section, the Trustee shall have a Lien prior to the Senior Notes on all money or
property held or collected by the Trustee other than money or property held to pay principal of and
interest on the Senior Notes.



          11. Successors and Assigns. All covenants and agreements of the Ultimate Issuers and
the Senior Note Guarantors in this Senior Notes Supplemental Indenture and the Senior Notes shall
bind their respective successors and assigns. All agreements of the Trustee in this Senior Notes
Supplemental Indenture shall bind its successors and assigns.



          12. Severability. In case any one or more of the provisions contained in this Senior
Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not
affect any other provisions of this Senior Notes Supplemental Indenture or the Senior Notes.



          13. Notices. Any order, consent, notice or communication shall be sufficiently given
if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as
follows:


If to any of the Ultimate Issuers or any Senior Note Guarantor:



Suite 2502

Level 25 Citigroup Centre

2 Park Street

Sydney 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz



If to the Trustee, Principal Paying Agent, Transfer Agent or Registrar:



The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com




 









 








          14. Amendments and Modification. This Senior Notes Supplemental Indenture may be
amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written
agreement of each of the parties hereto.



 









 





          IN WITNESS WHEREOF, the parties hereto have caused this Senior Notes Supplemental Indenture to
be duly executed as of the date first above written.



	 	 	 	 	 
	 	REYNOLDS GROUP ISSUER LLC

 	 
	 	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 (LUXEMBOURG) S.A.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 

	Signed, sealed and delivered by
	 	)	 	 
	WHAKATANE MILL AUSTRALIA
	 	)	 	 
	PTY LIMITED by the party’s attorney
	 	)	 	 
	pursuant to power of attorney dated 20 July 2011
	 	)	 	 
	who states that no notice of revocation of the
	 	)	 	 
	power of attorney has been received in the
	 	)	 	 
	presence of:
	 	)	 	 
	 
	 	)	 	 
	 
	/s/ Karen Mower
	 	 	 	/s/ Cindi Lefari
	 
	 	 	 
	Witness
	 	 	 	Attorney
	 
	 	 	 	 
	Karen Mower
	 	 	 	Cindi Lefari
	 
	 	 	 
	Name of Witness
	 	 	 	Name of Attorney






 









 






	 	 	 	 	 
	 	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/ Felix Colas Morea
 	 
	 	 	Name:  	Felix Colas Morea 	 
	 	 	Title:  	Manager 	 
	 
	 	SIG COMBIBLOC DO BRASIL LTDA.

 	 
	 	by  	/s/ Ricardo Lança Rodriguez
 	 
	 	 	Name:  	Ricardo Lança Rodriguez 	 
	 	 	Title:  	Manager 	 
	 
	 	 	 
	 	by  	      /s/ Antonio Luiz Tafner Ferreira
 	 
	 	 	Name:  	Antonio Luiz Tafner Ferreira 	 
	 	 	Title:  	Manager 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CSI LATIN AMERICAN HOLDINGS CORPORATION

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	EVERGREEN PACKAGING CANADA LIMITED

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PACTIV CANADA, INC.

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	DOPACO CANADA, INC.

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CONFERENCE CUP LTD.

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	GARVEN INCORPORATED

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CSI CLOSURE SYSTEMS MANUFACTURING DE

CENTRO AMERICA SOCIEDAD DE

RESPONSABILIDAD LIMITADA

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS

(GERMANY) GMBH

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG BEVERAGES GERMANY GMBH

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG COMBIBLOC GMBH

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIG COMBIBLOC SYSTEMS GMBH

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG COMBIBLOC HOLDING GMBH

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG INTERNATIONAL SERVICES GMBH

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIG INFORMATION TECHNOLOGY GMBH

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	OMNI-PAC GMBH VERPACKUNGSMITTEL

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized 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/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized 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 VIETNAM BETEILIGUNGS GMBH

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PACTIV HAMBURG HOLDINGS GMBH

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIG ASSET HOLDINGS LIMITED

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED

 	 
	 	by  	/s/ Karen Michelle Mower
 	 
	 	 	Name:  	Karen Michelle Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG COMBIBLOC LIMITED

 	 
	 	by  	/s/ Karen Michelle Mower
 	 
	 	 	Name:  	Karen Michelle Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	EVERGREEN PACKAGING (HONG KONG) LIMITED

 	 
	 	by  	/s/ Karen Michelle Mower
 	 
	 	 	Name:  	Karen Michelle Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 











 





	 	 	 	 	 
	 	CSI HUNGARY KFT.

 	 
	 	by  	 /s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS

(HUNGARY) KFT.

 	 
	 	by  	 /s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	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.

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À.R.L.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	EVERGREEN PACKAGING (LUXEMBOURG) S.À.R.L.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



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

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CSI EN ENSENADA, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CSI TECNISERVICIO, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CSI EN SALTILLO, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



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

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	MAXPACK, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	REYNOLDS METALS COMPANY DE MÉXICO, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CENTRAL DE BOLSAS, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PACTIV MÉXICO, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL B.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	EVERGREEN PACKAGING INTERNATIONAL B.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	REYNOLDS PACKAGING INTERNATIONAL B.V.

 	 
	 	by  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	REYNOLDS GROUP HOLDINGS LIMITED

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	Witnessed by:

 	 
	 	  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney	  
	 	 	Address: Sydney, Australia	  
	 
	 	WHAKATANE MILL LIMITED

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	Witnessed by:

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIG COMBIBLOC GROUP AG

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG COMBIBLOC (SCHWEIZ) AG

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG ALLCAP AG

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG TECHNOLOGY AG

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG COMBIBLOC PROCUREMENT AG

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIG REINAG AG

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIG COMBIBLOC LTD.

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIG HOLDINGS (UK) LIMITED

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG COMBIBLOC LIMITED

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 
	 	REYNOLDS CONSUMER PRODUCTS (UK) LIMITED

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 
	 	REYNOLDS SUBCO (UK) LIMITED

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 
	 	IVEX HOLDINGS, LTD.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	KAMA EUROPE LIMITED

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 
	 	OMNI-PAC U.K. LIMITED

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 
	 	THE BALDWIN GROUP LIMITED

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 
	 	J. & W. BALDWIN (HOLDINGS) LIMITED

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BAKERS CHOICE PRODUCTS, INC.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	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 & Assistant 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 	 
	 
	 	CLOSURES SYSTEMS INTERNATIONAL 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 HOLDING USA, INC.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	SIG COMBIBLOC 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 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President & Secretary 	 
	 
	 	REYNOLDS GROUP HOLDINGS INC.

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

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President & Secretary 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	EVERGREEN PACKAGING 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 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	EVERGREEN PACKAGING INTERNATIONAL (US) INC.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	BLUE RIDGE HOLDING CORP.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	BRPP, LLC



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

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	BLUE RIDGE PAPER PRODUCTS INC.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	REYNOLDS PACKAGING INC.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President & Secretary 	 
	 
	 	REYNOLDS FLEXIBLE PACKAGING INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	REYNOLDS FOOD PACKAGING LLC

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	REYNOLDS PACKAGING KAMA INC.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	REYNOLDS PACKAGING LLC

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	ULTRA PAC, INC.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	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 	 
	 
	 	DOPACO, INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BUCEPHALAS ACQUISITION CORP.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee,

Principal Paying Agent, Transfer Agent and Registrar

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