exv10w1






Exhibit 10.1




     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.




               AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT dated
as of August 9, 2011 (this “Amendment and Assumption Agreement”), related
to the Amended and Restated Credit Agreement dated as of February 9, 2011
(as amended, supplemented or modified prior to the date hereof, the
“Credit Agreement”; and as amended by this Amendment and Assumption
Agreement, the “Second Amended and Restated Credit Agreement”), by and
among Reynolds Group Holdings Inc. (“RGHI”), Pactiv Corporation, Reynolds
Consumer Products Holdings Inc., Closure Systems International Holdings
Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure
Systems International B.V., Reynolds Group Holdings Limited (“Holdings”),
the Guarantors from time to time party thereto, the Lenders from time to
time party thereto and Credit Suisse AG, as administrative agent for the
Lenders (in such capacity, the “Administrative Agent”).



     A. Holdings has entered into the Agreement and Plan of Merger dated as of June 17, 2011 (as
amended prior to the date hereof, the “Merger Agreement”), by and among Holdings, Bucephalas
Acquisition Corp. (“Merger Sub”) and Graham Packaging Company Inc. (“GPCI”), pursuant to which
Merger Sub intends to merge (the “Merger”; the date of the Merger being referred to herein as the
“Closing Date”) with and into GPCI, with GPCI surviving as a wholly owned subsidiary of RGHI, and
with the existing stockholders of GPCI (subject to stockholder dissent rights) receiving an amount
of $25.50 per share in cash (the “Merger Consideration”).



     B. In connection with the Merger, (i) on or prior to the Closing Date, one or more
subsidiaries of Holdings (each, an “Issuing Subsidiary”) may issue secured notes (the “New Senior
Secured Notes”) in an aggregate principal amount of up to $1,500,000,000 and unsecured notes (the
“New Senior Unsecured Notes” and, together with the New Senior Secured Notes, the “New Senior
Notes”) in an aggregate principal amount of up to $1,000,000,000, in each case in a Rule 144A or
other private placement



 









 




and pursuant to one or more indentures or indenture supplements, (ii) (a) to the extent the
Issuing Subsidiaries are not able to issue the full amount of the New Senior Secured Notes, one or
more subsidiaries of Holdings (each a “Bridge Loan Borrower”) may incur secured bridge loans (the
“Secured Bridge Loans”) under a new senior secured increasing rate bridge facility (the “Secured
Bridge Facility”) in an aggregate principal amount that, together with the New Senior Secured Notes
incurred by the Issuing Subsidiaries, does not exceed $1,500,000,000 and (b) to the extent the
Issuing Subsidiaries are not able to issue the full amount of the New Senior Unsecured Notes, one
or more Bridge Loan Borrowers may incur unsecured bridge loans (the “Unsecured Bridge Loans” and,
together with the Secured Bridge Loans, the “Bridge Loans”) under a new senior unsecured increasing
rate bridge facility (the “Unsecured Bridge Facility”) in an aggregate principal amount that,
together with the New Senior Unsecured Notes incurred by the Issuing Subsidiaries, does not exceed
$1,000,000,000, (iii) the U.S. Term Borrowers shall borrow the Tranche C Term Loans (as defined
below) and (iv) certain existing indebtedness of Holdings and its subsidiaries (including GPCI)
will be repaid, prepaid, repurchased, redeemed or otherwise retired, including with the proceeds of
Graham Packaging Secured Intercompany Loans (the Merger, the other transactions described in this
paragraph and the payment of related fees and expenses and other related transaction costs agreed
to by the Administrative Agent are referred to collectively herein as the “Transactions”).




     C. In connection with the Transactions, Holdings and the U.S. Term Borrowers have requested
that the persons set forth on Schedule 1 (together with their permitted successors and assigns, the
“Tranche C Term Lenders”) commit to make Incremental Term Loans (the “Tranche C Term Loans”) in an
aggregate principal amount of $2,000,000,000, which Tranche C Term Loans shall be made (A) on the
Closing Date, to the U.S. Term Borrowers, or (B) prior to the Closing Date, to an Escrow Subsidiary
pursuant to the Escrow Arrangement (as defined in Schedule 4), in each case pursuant to Section
2.23 of the Second Amended and Restated Credit Agreement. The proceeds of the Tranche C Term Loans
will be used solely to finance, in part, the Transactions.



     D. In connection with the Transactions, Holdings and the Borrowers have further requested that
the Required Lenders (as defined in the Credit Agreement) agree to the amendments to the Credit
Agreement provided for herein and to the terms of the Tranche C Term Loans provided for herein and
in the Second Amended and Restated Credit Agreement (it being understood that any notice
requirement in connection with the request for such amendments shall be deemed satisfied by the
execution and delivery of this Amendment and Assumption Agreement by the parties hereto).



     E. (i) The Tranche C Term Lenders are willing to make the Tranche C Term Loans to the U.S.
Term Borrowers on the Closing Date or, pursuant to the Escrow Arrangement, to an Escrow Subsidiary
prior to the Closing Date, and (ii) the Tranche C Term Lenders and the Required Lenders are willing
to agree to the amendments to the Credit Agreement provided for herein, in each case on the terms
set forth herein and in the Second Amended and Restated Credit Agreement and subject to the
conditions set forth herein.



 









 




Accordingly, in consideration of the mutual agreements herein contained and other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto
agree as follows:




     SECTION 1. Defined Terms; Interpretation; Etc. The rules of construction set forth in Section
1.02 of the Second Amended and Restated Credit Agreement shall apply mutatis mutandis to this
Amendment and Assumption Agreement. This Amendment and Assumption Agreement shall be a “Loan
Document” and, to the extent it relates to the making of Incremental Term Loans, an “Incremental
Assumption Agreement”, for all purposes of the Second Amended and Restated Credit Agreement and the
other Loan Documents. Capitalized terms used but not defined herein have the meanings assigned
thereto in the Second Amended and Restated Credit Agreement.



     SECTION 2. Amendments to Credit Agreement. Effective as of the Amendment Effective Date (as
defined below), the Credit Agreement is hereby amended and restated in its entirety to be in the
form of Annex A hereto.



     SECTION 3. Incremental Term Loans. (a) Each Tranche C Term Lender agrees, severally and not
jointly, to make, on or, pursuant to the Escrow Arrangement, prior to the Closing Date, a Tranche C
Term Loan to the U.S. Term Borrowers or an Escrow Subsidiary, as the case may be, in each case in
Dollars and in a principal amount not to exceed the amount set forth next to such Tranche C Term
Lender’s name on Schedule 1 or in the Assignment and Acceptance pursuant to which such Tranche C
Term Lender assumed its Tranche C Term Loan Commitment, as applicable, as the same may be (A)
reduced from time to time pursuant to Section 2.09 of the Second Amended and Restated Credit
Agreement and (B) reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04 of the Second Amended and Restated Credit Agreement (the “Tranche C
Term Loan Commitments”). The Tranche C Term Loan Commitments and the Tranche C Term Loans shall
have the terms set forth herein and such other terms applicable to the “Tranche C Term Loans” as
defined in the Second Amended and Restated Credit Agreement. For convenience of reference, the
U.S. Term Loans (as defined in the Credit Agreement) outstanding immediately prior to the Amendment
Effective Date shall, on the Amendment Effective Date, be redesignated as “Tranche B Term Loans”
and shall have the terms provided for “Tranche B Term Loans” under the Second Amended and Restated
Credit Agreement.




          (b) The Tranche C Term Loan Commitment of each Tranche C Term Lender shall
automatically terminate upon the earliest to occur of (i) the making of the Tranche C Term
Loan by such Tranche C Term Lender on or, pursuant to the Escrow Arrangement, prior to the
Closing Date, (ii) the termination or expiration of the Merger Agreement and (iii) 5:00
p.m., New York City time, March 20, 2012.




          (c) The proceeds of the Tranche C Term Loans are to be used by the U.S. Term Borrowers
solely for the purposes set forth in Recital C of this Amendment and Assumption Agreement.



 









 






          (d) Notwithstanding anything to the contrary contained herein, until the Closing Date,
the only Loan Parties obligated with respect to the Tranche C Term Loan Commitments and
Tranche C Term Loans shall be Holdings and the U.S. Term Borrowers.



     SECTION 4. Conditions Precedent to Borrowing of Tranche C Term Loans and Release of Escrow
Funds. The obligations of the Tranche C Term Lenders to make the Tranche C Term Loans hereunder on
the Closing Date or, if the Tranche C Term Loans hereunder are made prior to the Closing Date
pursuant to Section 7, the release of the cash proceeds of the Tranche C Term Loans from escrow,
shall be subject to the satisfaction (or waiver by the Administrative Agent; provided that the
Administrative Agent shall not waive the condition in the first sentence of paragraph (f) or
paragraph (h) without the consent of the Tranche C Term Lenders) of the following conditions
precedent:




          (a) With respect to the making of the Tranche C Term Loans on the Closing Date, the
Administrative Agent shall have received a Borrowing Request with respect to the Tranche C
Term Loans pursuant to Section 2.03 of the Second Amended and Restated Credit Agreement;
provided that notwithstanding Section 2.03 of the Second Amended and Restated Credit
Agreement, such Borrowing Request may be conditioned on the occurrence of the Closing Date
and revoked if the Closing Date does not occur on the requested date of the Borrowing;
provided further, however that any such revocation of such Borrowing Request shall be deemed
to be a “Breakage Event” under Section 2.16 of the Second Amended and Restated Credit
Agreement if the Borrowing requested to have been made on such date was a Eurocurrency
Borrowing.




          (b) Subject to the Agreed Security Principles and, in the case of the Limited Loan
Parties, the limitations set forth in Schedule 2, the Administrative Agent shall have
received legal opinions, corporate authorizations and closing certificates (similar in type
to those certificates described in clauses (i), (ii), (iii) and (iv) of Section 4.02(c) of
the Original Credit Agreement) reasonably requested by the Administrative Agent (it being
understood that the documentation required to be delivered shall be no more onerous to
Holdings and the Subsidiaries than the documentation required to be delivered on the
Amendment No. 4 Effective Date).




          (c) The representations and warranties set forth in the Second Amended and Restated
Credit Agreement that are Target-Related Representations or Specified Representations shall,
in each case, be true and correct in all material respects (and in all respects, if
qualified by materiality). “Target-Related Representations” means such of the
representations made by GPCI in the Merger Agreement as are material to the interests of the
Lenders, but only to the extent that Holdings or Merger Sub has the right to terminate its
obligations under the Merger Agreement or decline to consummate the transaction described
therein as a result of the breach of such representations. “Specified Representations”
means (with respect to the Limited Loan Parties, subject to the limitations set forth in
Schedule 2) the representations and warranties set forth in Sections 3.01(a) (to the



 









 







extent relating to corporate existence), 3.01(d) (as to execution, delivery and
performance of the Loan Documents), 3.02(b) (other than clause (ii)(B) thereof), 3.03, 3.11,
3.12, 3.22 and 3.23 of the Second Amended and Restated Credit Agreement.




          (d) All principal, interest and other amounts due or outstanding under the Graham
Packaging Credit Agreement shall have been, or substantially contemporaneously with the
borrowing of the Tranche C Term Loans (or, if the Tranche C Term Loans hereunder are made
prior to the Closing Date pursuant to Section 7, the release of the cash proceeds of the
Tranche C Term Loans from escrow) will be, paid in full, the commitments (if any) thereunder
terminated, and all guarantees thereof and security therefor released and discharged, and
the Administrative Agent shall have received reasonably satisfactory evidence of the same,
and either (i) if Graham Packaging Holdings Company (“Graham Packaging”) is to be a
Designated Excluded Subsidiary on the Closing Date, RGHI shall, with Graham Packaging (or
any successor entity) and the other parties to the Graham Packaging Credit Agreement, have
entered into the Graham Packaging Secured Intercompany Loan Documents to which they are
expected to be parties, and all of the Equity Interests of Graham Packaging and the
promissory notes evidencing the Graham Packaging Secured Intercompany Loan shall have been
pledged and delivered to the Collateral Agents for the ratable benefit of the Secured
Parties, or (ii) if Graham Packaging is not to be a Designated Excluded Subsidiary on the
Closing Date, Holdings and its Subsidiaries shall have complied with the applicable
provisions of Section 5.12 of the Second Amended and Restated Credit Agreement with respect
to Graham Packaging and its subsidiaries; provided that, with respect to each of clause (i)
and clause (ii) above, if, notwithstanding the use by Holdings of commercially reasonable
efforts to do so, the requirements of such clauses (other than the grant and perfection of
security interests in assets located in any state of the United States or the District of
Columbia with respect to which a lien may be perfected by the filing of a financing
statement under the Uniform Commercial Code or the delivery of a certificated security and
promissory notes evidencing the Graham Packaging Secured Intercompany Loan) are not
satisfied as of the Closing Date, the satisfaction of such requirements shall not be a
condition to the availability or release of the Tranche C Term Loans on the Closing Date
(but shall be required to be satisfied as promptly as practicable after the Closing Date and
in any event within a period reasonably satisfactory to the Administrative Agent).




          (e) The Collateral Agents and each Loan Party that is not a Limited Loan Party shall
have executed and delivered to the Administrative Agent a reaffirmation agreement (the
“Reaffirmation Agreement”), substantially in the form of Annex B hereto, and other
amendments, supplements and confirmations of existing Loan Documents reasonably requested by
the Administrative Agent (it being understood that the documentation required to be
delivered shall, in any event, be no more onerous to Holdings and the Subsidiaries than the
documentation required to be delivered on the Amendment No. 4 Effective Date), in each case
subject to the Agreed Security Principles and, with respect to the Limited Loan Parties, the
limitations, qualifications and other provisions set forth



 









 







in Schedule 2, any modifications necessary to reflect the Transactions and such other
modifications that are reasonably satisfactory to Holdings and the Administrative Agent.




          (f) The Merger shall be consummated substantially simultaneously with the borrowing or
release of the proceeds of the Tranche C Term Loans on the terms described in the Merger
Agreement. No provision of the Merger Agreement shall have been amended, modified or waived
in any manner adverse to the interests of the Tranche C Term Lenders in any material respect
nor shall any consent have been granted that is adverse to the interests of the Tranche C
Term Lenders in any material respect by Holdings or Merger Sub thereunder, in each case
without the prior written consent of the Administrative Agent (it being agreed that any
reduction in the purchase price shall not be deemed to be adverse to the interests of the
Tranche C Term Lenders in any material respect).




          (g) The Issuing Subsidiaries and/or the Bridge Loan Borrowers shall or will
substantially simultaneously with the initial funding of the Tranche C Term Loans on the
Closing Date or the release of the cash proceeds of the Tranche C Term Loans from escrow,
have received the proceeds from the issuance of New Senior Notes and/or borrowings of Bridge
Loans or from the issuance of common equity and/or, to the extent the terms thereof are
reasonably satisfactory to the Administrative Agent, preferred equity that replaces all or a
portion of such New Senior Notes or Bridge Loans in amounts sufficient to consummate the
Transactions.




          (h) The Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Closing Date, including any Unused Fees (as defined below) and,
to the extent invoiced by the Administrative Agent at least two Business Days prior to the
Closing Date, reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by the Borrowers hereunder or under any other Loan Document on or prior
to the Closing Date.




          (i) The Administrative Agent shall have received, prior to the Closing Date, all
documentation and other information required by regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including without
limitation the PATRIOT Act.



     SECTION 5. Representations and Warranties. To induce the other parties hereto to enter into
this Amendment and Assumption Agreement, each Loan Party party hereto represents and warrants to
the Administrative Agent and each of the Lenders (including the Tranche C Term Lenders), with
respect to itself, that, as of the Amendment Effective Date, this Amendment and Assumption
Agreement has been duly authorized, executed and delivered by such Loan Party, and, subject to the
Legal Reservations and, solely with respect to the Limited Loan Parties, the limitations and
qualifications set forth in Schedule 2, constitutes a legal, valid and binding obligation of such
Loan Party enforceable against such Loan Party in accordance with its terms. The Second Amended
and Restated Credit Agreement, subject to the Legal Reservations and,



 









 







solely with respect to the Limited Loan Parties, the limitations and qualifications set forth
in Schedule 2, constitutes a legal, valid and binding obligation of each Loan Party party thereto
enforceable against such Loan Party in accordance with its terms.



     SECTION 6. Effectiveness. Notwithstanding anything to the contrary in Section 2.23(c) of the
Credit Agreement, this Amendment and Assumption Agreement shall become effective as of the date
(the “Amendment Effective Date”) that the following conditions have been satisfied, which date is
August 9, 2011:




          (a) The Administrative Agent shall have received counterparts of this Amendment and
Assumption Agreement that, when taken together, bear the signatures of (i) each Loan Party,
(ii) the Administrative Agent, (iii) the Required Lenders and (iv) each Tranche C Term
Lender.




          (b) Subject to the limitations set forth in Schedule 2, on the Amendment Effective
Date, each of the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the
Second Amended and Restated Credit Agreement shall be satisfied and the Administrative Agent
shall have received a certificate to that effect dated such date and executed by a Financial
Officer of Holdings.




          (c) The Administrative Agent shall have received (i) a favorable written opinion of
Debevoise & Plimpton LLP, counsel for Holdings and the U.S. Term Borrowers and of New
Zealand counsel for the Administrative Agent, in each case covering such matters relating to
this Amendment and Assumption Agreement as the Administrative Agent shall reasonably
request, and (ii) corporate authorizations with respect to all Loan Parties, subject to the
limitations and qualifications set forth in Schedule 2 solely in the case of Limited Loan
Parties and (iii) other certificates and documentation with respect to Holdings and the U.S.
Term Borrowers relating to this Amendment and Assumption Agreement as shall be reasonably
requested by the Administrative Agent. Holdings and the U.S. Term Borrowers request such
counsel to deliver such opinion.




          (d) The Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Amendment Effective Date, including the Amendment Fees (as
defined below) and, to the extent invoiced, reimbursement or payment of all out-of-pocket
expenses required to be reimbursed or paid by Holdings or the U.S. Term Borrowers hereunder
or the other Borrowers under any other Loan Document.



     SECTION 7. Conditions Precedent to Escrow Funding. The obligations of the Tranche C Term
Lenders to make the Tranche C Term Loans hereunder prior to the Closing Date (the date of such
funding, the “Escrow Term Loan Funding Date”) shall be subject to the satisfaction of the following
conditions precedent:




          (a) The Administrative Agent shall have received an irrevocable Borrowing Request with
respect to the Tranche C Term Loans pursuant to Section 2.03 of the Second Amended and
Restated Credit Agreement.



 









 






          (b) Holdings or any Subsidiary shall have provided sufficient funds to be held subject
to the Escrow Arrangement to pay accrued interest, accreted original issue discount,
premiums, fees and expenses that will be required to be paid in connection with the Tranche
C Term Loans from the Escrow Term Loan Funding Date to March 20, 2012, and the
Administrative Agent shall have received reasonably satisfactory evidence thereof.




          (c) The Escrow Arrangement with respect to the proceeds of the Tranche C Term Loans
shall have become effective in accordance with Schedule 4.




          (d) The Administrative Agent shall have received such other opinions, corporate
authorizations and certificates as set forth in Schedule 4.




          (e) The Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Escrow Term Loan Funding Date, including any Unused Fees and, to
the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by Holdings or the U.S. Term Borrowers hereunder (including pursuant to
the Escrow Arrangement) or under any other Loan Document on or prior to the Escrow Term Loan
Funding Date.



     SECTION 8. Effect of this Amendment. The Second Amended and Restated Credit Agreement shall,
except as otherwise expressly set forth herein or therein, supersede the Credit Agreement from and
after the Amendment Effective Date. Except as expressly set forth herein or in the Second Amended
and Restated Credit Agreement, neither this Amendment and Assumption Agreement, nor the Second
Amended and Restated Credit Agreement, shall by implication or otherwise, limit, impair, constitute
a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent
or the Collateral Agents under the Credit Agreement or any other Loan Document, and shall not
alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of which shall
continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a
consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document
in similar or different circumstances. None of (i) this Amendment and Assumption Agreement, (ii)
the Second Amended and Restated Credit Agreement or (iii) any other Loan Document executed and
delivered in connection herewith shall constitute a novation, payment and reborrowing or complete
or partial termination of the Bank Obligations under the Credit Agreement and the other Loan
Documents as in effect prior to the Closing Date. Subject to the limitations set forth in Schedule
2, the Liens and security interests in favor of the Collateral Agents for the benefit of the
Secured Parties securing payment of the Bank Obligations under the Credit Agreement are in all
respects continuing and in full force and effect with respect to all Bank Obligations. After the
date hereof, any reference in any Loan Document to the Credit Agreement shall be deemed to refer
without further amendment to the Second Amended and Restated Credit Agreement.



 









 





     SECTION 9. Consent. Each Loan Party (solely, in the case of the Limited Loan Parties, subject
to the limitations set forth in Schedule 2) and each Consenting Lender (as defined below) hereby
consents to this Amendment and Assumption Agreement and the transactions contemplated hereby
(including the consummation of the Transactions as described herein).



     SECTION 10. Post-Effective Matters. Within the time periods set forth in Schedule 3 or such
later date as may be agreed by the Administrative Agent in its sole discretion, the Loan Parties
identified on Schedule 3 shall enter into, subject to the Agreed Security Principles, all
agreements and do all things required to be entered into and done by them as set forth in Schedule
3, with each such required agreement to be in form and substance reasonably satisfactory to the
Administrative Agent.



     SECTION 11. Notices. All notices hereunder shall be given in accordance with the provisions
of Section 9.01 of the Second Amended and Restated Credit Agreement.



     SECTION 12. Amendment Fees. In consideration of the agreements of the existing Lenders
contained in this Amendment and Assumption Agreement, Holdings and the U.S. Term Borrowers agree to
pay to the Administrative Agent, for the account of each existing Lender (each, a “Consenting
Lender”) that unconditionally and irrevocably delivers an executed counterpart of this Amendment
and Assumption Agreement at or prior to 5:00 p.m., New York time, on July 25, 2011, an amendment
fee (the “Amendment Fee”) in an amount equal to 0.05% of the sum of such Lender’s Term Loans and
Revolving Credit Commitment (whether used or unused) at such time, payable on the Amendment
Effective Date. The Amendment Fee shall be payable in Dollars, with respect to Term Loans and
Revolving Credit Commitments denominated in Dollars, and Euro, with respect to Term Loans and
Revolving Credit Commitments denominated in Euro.



     SECTION 13. Unused Fees. The U.S. Term Borrowers agree to pay to each Tranche C Term Loan
Lender (other than any Defaulting Lender), through the Administrative Agent, an unused fee (the
“Unused Fee”), equal to 5.25% per annum of the aggregate principal amount of the Tranche C Term
Loan Commitment of such Tranche C Term Loan Lender, beginning to accrue upon the Amendment
Effective Date, up to but excluding the earlier of (i) the day the Tranche C Term Loans are funded
(whether into escrow or otherwise) and (ii) the day the Tranche C Term Loan Commitments are
terminated (such earlier date, the “Unused Fee Termination Date”), payable quarterly in arrears on
the last Business Day of March, June, September and December of each year (starting with the last
Business Day of September 2011), with the balance payable on the Unused Fee Termination Date. The
Unused Fee shall be calculated on the basis of the actual number of days elapsed in a 360-day year.



     SECTION 14. Upfront Fees. The U.S. Term Borrowers agree to pay on the Amendment Effective
Date to each Tranche C Term Loan Lender, through the Administrative Agent, an upfront fee (the
“Upfront Fee”), equal to 1% of the aggregate principal amount of the Tranche C Term Loan Commitment
of such Tranche C Lender on such date. The Upfront Fee shall be fully earned and due and payable
on the Amendment Effective Date whether or not any Tranche C Term Loans are made.



 









 





     SECTION 15. Counterparts. This Amendment and Assumption Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same contract. Delivery of an executed counterpart of a signature page
of this Amendment and Assumption Agreement by facsimile or electronic transmission shall be as
effective as delivery of a manually executed counterpart hereof.



     SECTION 16. Applicable Law. THIS AMENDMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     SECTION 17. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT AND ASSUMPTION
AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND ASSUMPTION AGREEMENT, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.



     SECTION 18. Jurisdiction; Consent to Service of Process. (a) Each Loan Party hereby
irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of any New York state court or Federal court of the United States of America sitting in the Borough
of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Amendment and Assumption Agreement, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court; provided that solely for the
purpose of enforcement of the rights of the Administrative Agent, any Collateral Agent and any
Lender under this Amendment and Assumption Agreement in Austria, each Loan Party hereby irrevocably
and unconditionally also submits, for itself and its property to the jurisdiction of the courts of
England. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. Nothing in this Amendment and Assumption Agreement shall affect any
right that the Administrative Agent, the Collateral Agents or any Lender may otherwise have to
bring any action or proceeding relating to this Amendment and Assumption Agreement against any
Borrower, Holdings or their respective properties in the courts of any jurisdiction.



 









 






          (b) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to
this Amendment and Assumption Agreement in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.




          (c) Each party to this Amendment and Assumption Agreement irrevocably, to the extent
permitted under applicable law, consents to service of process in the manner provided for
notices in Section 9.01 of the Second Amended and Restated Credit Agreement. Nothing in
this Amendment and Assumption Agreement will affect the right of any party to this Amendment
and Assumption Agreement to serve process in any other manner permitted by law.




          (d) Each Loan Party hereby irrevocably designates and appoints RGHI as its authorized
agent upon which process may be served in any action, suit or proceeding arising out of or
relating to this Amendment and Assumption Agreement that may be instituted by the
Administrative Agent, any Collateral Agent or any Lender in any Federal or state court in
the State of New York. Each Loan Party hereby agrees that service of any process, summons,
notice or document by U.S. registered mail addressed to RGHI, with written notice of said
service to such Loan Party at the address set forth in Section 9.01 of the Second Amended
and Restated Credit Agreement shall be effective service of process for any action, suit or
proceeding brought in any such court.



     SECTION 19. Headings. The headings of this Amendment and Assumption Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning hereof.



     SECTION 20. Amendment. Neither this Amendment and Assumption Agreement nor any provision
hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing
entered into by Holdings, the other Loan Parties, the Administrative Agent and Tranche C Term
Lenders having Tranche C Term Loan Commitments representing more than 50% of the sum of all unused
Tranche C Term Loan Commitments at such time; provided that the Tranche C Term Loan Commitments of
any Defaulting Lender shall be disregarded in such determination at any time, and provided,
further, that (a) no such agreement shall (i) increase or extend the Tranche C Term Loan Commitment
of any Tranche C Term Lender without the prior written consent of such Lender, (ii) decrease or
extend the date for payment of any Unused Fee of any Tranche C Term Lender without the prior
written consent of such Tranche C Term Lender, or (iii) amend Section 4(f), 4(h) or 7 without the
prior written consent of each Tranche C Term Lender and (b) other than as expressly provided below
with respect to amendments that may be necessary to implement the Escrow Arrangement, no such
agreement shall amend, modify or waive Annex A, which shall instead be subject to Section 9.08 of
the Second Amended and Restated Credit Agreement. Notwithstanding the foregoing, (i) Schedules 2
and 3 may be amended or



 









 







supplemented by Holdings with the prior written consent of the Administrative Agent, such
consent not to be unreasonably withheld, and (ii) effective as of immediately prior to the Escrow
Term Loan Funding Date, the Second Amended and Restated Credit Agreement and any other Loan
Document shall be further amended, if necessary, pursuant to documentation reasonably satisfactory
to Holdings, the Borrowers and the Administrative Agent and without any further action by any
Lender, to effect the changes contemplated in Schedule 4 in order to permit the funding of the
Tranche C Term Loans prior to the Closing Date in escrow pursuant to the Escrow Arrangement;
provided that the conditions to release of such Tranche C Term Loans shall be as set forth in
Section 4.



     SECTION 21. 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 the
provisions of Sections 5.15 (Place of Performance) and 5.16 (Austrian Stamp Duty) of the First Lien
Intercreditor Agreement shall apply to this Amendment and Assumption Agreement as if incorporated
herein mutatis mutandis.



[Remainder of page intentionally left blank]




 









 








EXECUTION VERSION




     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 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT





 









 








	 	 	 

	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 Michelle Mower
 

Name of Attorney
	 	 






SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT





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	 	SIG AUSTRIA HOLDING GMBH

 	 
	 	By  	/s/   Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG COMBIBLOC GMBH

 	 
	 	By  	/s/  Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG COMBIBLOC GMBH & CO KG,

represented by its general partner

SIG COMBIBLOC GMBH

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT





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	 	CLOSURE SYSTEMS INTERNATIONAL

(BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.

 	 
	 	By  	/s/  Guillermo Rodrigues Miranda
 	 
	 	 	Name:  	Guillermo Rodrigues Miranda 	 
	 	 	Title:  	Manager 	 
	 
	 	SIG BEVERAGES BRASIL LTDA.

 	 
	 	By  	/s/  Felix Colas Morea
 	 
	 	 	Name:  	Felix Colas Morea 	 
	 	 	Title:  	Director 	 
	 
	 	SIG COMBIBLOC DO BRASIL LTDA.

 	 
	 	By  	/s/  Antonio Luiz Tafner Ferriera
 	 
	 	 	Name:  	Antonio Luiz Tafner Ferriera 	 
	 	 	Title:  	Manager 	 
	 
	 	 	 
	 	By  	      /s/  Ricardo Lança Rodriguez
 	 
	 	 	Name:  	Ricardo Lança Rodriguez 	 
	 	 	Title:  	Manager 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT






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	 	CSI LATIN AMERICAN HOLDINGS CORPORATION

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT





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	 	CONFERENCE CUP LTD.

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

 	 
	 	By  	/s/  Karen Mower
 	 
	 	 	Name:  	Karen Michelle Mower 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	EVERGREEN PACKAGING CANADA LIMITED

 	 
	 	By  	/s/  Karen Mower
 	 
	 	 	Name:  	Karen Michelle Mower 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	GARVEN INCORPORATED

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

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



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	 	CSI CLOSURE SYSTEMS MANUFACTURING

DE CENTRO AMERICA, SOCIEDAD DE

RESPONSABILIDAD LIMITADA

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT




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	 	CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND
GMBH

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



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS

(GERMANY) GMBH

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



	 	 	 	 	 
	 	SIG BEVERAGES GERMANY GMBH

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



	 	 	 	 	 
	 	SIG COMBIBLOC GMBH

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



	 	 	 	 	 
	 	SIG COMBIBLOC HOLDING GMBH

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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	 	SIG COMBIBLOC SYSTEMS GMBH

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



	 	 	 	 	 
	 	SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH

 	 
	 	By  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	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/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	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 INFORMATION TECHNOLOGY GMBH

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




SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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	 	SIG INTERNATIONAL SERVICES GMBH

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



	 	 	 	 	 
	 	SIG VIETNAM BETEILIGUNGS GMBH

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



	 	 	 	 	 
	 	PACTIV HAMBURG HOLDINGS GMBH

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



	 	 	 	 	 
	 	PACTIV DEUTSCHLAND
 HOLDINGGESELLSCHAFT MBH

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



	 	 	 	 	 
	 	OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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	 	OMNI-PAC GMBH VERPACKUNGSMITTEL

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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	 	SIG ASSET HOLDINGS LIMITED

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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	 	CLOSURE SYSTEMS INTERNATIONAL 
(HONG KONG) LIMITED

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



	 	 	 	 	 
	 	EVERGREEN PACKAGING (HONG KONG) LIMITED

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



	 	 	 	 	 
	 	SIG COMBIBLOC LTD

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS

(HUNGARY) KFT.

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



	 	 	 	 	 
	 	CSI HUNGARY KFT.

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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	 	CLOSURE SYSTEMS INTERNATIONAL 
HOLDINGS
(JAPAN) KK

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



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL
 JAPAN, LIMITED

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG)
I S.A., a public limited liability
company (société anonyme) with registered
office at 6C rue Gabriel Lippmann, 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 Michelle Mower 	 
	 	 	Title:  	Authorised Signatory 	 
	 



	 	 	 	 	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG)
III S.ÁR.L., a private limited liability
company (société à responsabilité
limitée) with registered office at 6C rue
Gabriel Lippmann, 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 Michelle Mower 	 
	 	 	Title:  	Authorised Signatory 	 
	 



	 	 	 	 	 
	 	EVERGREEN PACKAGING (LUXEMBOURG) S.Á
R.L., a private limited liability company
(société à responsabilité limitée) with
registered office at 6c, rue Gabriel
Lippmann, 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 Michelle Mower 	 
	 	 	Title:  	Authorised Signatory 	 



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.,

a public limited liability company

(société anonyme) with registered office

at 6C rue Gabriel Lippmann, 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 Michelle Mower 	 
	 	 	Title:  	Authorised Signatory 	 



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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

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



	 	 	 	 	 
	 	CENTRAL DE BOLSAS, S. DE R.L. DE C.V.

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



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

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



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

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



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

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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

C.V.

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



	 	 	 	 	 
	 	GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.

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



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

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



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

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



	 	 	 	 	 
	 	PACTIV MÉXICO, S. DE R.L. DE C.V.

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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	 	REYNOLDS METALS COMPANY DE MÉXICO, S. DE

R.L. DE C.V.

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



	 	 	 	 	 
	 	SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.

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



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

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



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

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



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	 	CLOSURE SYSTEMS INTERNATIONAL B.V.

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Michelle Mower 	 
	 	 	Its authorised representative: Attorney 	 
	 



	 	 	 	 	 
	 	EVERGREEN PACKAGING INTERNATIONAL B.V.

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Michelle Mower 	 
	 	 	Its authorised representative: Attorney 	 
	 



	 	 	 	 	 
	 	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Michelle Mower 	 
	 	 	Its authorised representative: Attorney 	 
	 



	 	 	 	 	 
	 	REYNOLDS PACKAGING INTERNATIONAL B.V.

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Michelle Mower 	 
	 	 	Its authorised representative: Attorney 	 



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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	 	REYNOLDS GROUP HOLDINGS LIMITED

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Michelle Mower 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	and witnessed by

 	 
	 	  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Address:  414 Alexander St.

               Loyee NSW 2034

Occupation: Lawyer 	 
	 



	 	 	 	 	 
	 	WHAKATANE MILL LIMITED

 	 
	 	By  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Michelle Mower 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	and witnessed by

 	 
	 	  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Address:  414 Alexander St

               Loyee NSW 2034

Occupation:  Lawyer 	 



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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	 	SIG ALLCAP AG

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



	 	 	 	 	 
	 	SIG COMBIBLOC GROUP AG

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



	 	 	 	 	 
	 	SIG COMBIBLOC PROCUREMENT AG

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



	 	 	 	 	 
	 	SIG COMBIBLOC (SCHWEIZ) AG

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



	 	 	 	 	 
	 	SIG REINAG AG

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



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	 	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 	 
	 




SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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	 	SIG COMBIBLOC LTD.

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



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	 	CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED

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



	 	 	 	 	 
	 	IVEX HOLDINGS, LTD.

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



	 	 	 	 	 
	 	J. & W. BALDWIN (HOLDINGS) LIMITED

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



	 	 	 	 	 
	 	KAMA EUROPE LIMITED

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



	 	 	 	 	 
	 	OMNI-PAC U.K. LIMITED

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



38









 






	 	 	 	 	 



	 	 	 	 	 
	 	REYNOLDS CONSUMER PRODUCTS (UK) LIMITED

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



	 	 	 	 	 
	 	REYNOLDS SUBCO (UK) LIMITED

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



	 	 	 	 	 
	 	SIG HOLDINGS (UK) LIMITED

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



	 	 	 	 	 
	 	SIG COMBIBLOC LIMITED

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



	 	 	 	 	 
	 	THE BALDWIN GROUP LIMITED

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



39









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



40









 






	 	 	 	 	 



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.

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



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL INC.

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



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL PACKAGING
MACHINERY 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 	 



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



41









 






	 	 	 	 	 



	 	 	 	 	 
	 	CSI SALES & TECHNICAL SERVICES INC.

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



	 	 	 	 	 
	 	DOPACO, INC.

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



	 	 	 	 	 
	 	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 	 
	 




SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



42









 





	 	 	 	 	 
	 	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 	 



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



43









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 
	 



	 	 	 	 	 
	 	PRAIRIE PACKAGING, INC.

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



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



44









 






	 	 	 	 	 



	 	 	 	 	 
	 	PWP HOLDINGS, 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 	 
	 



	 	 	 	 	 
	 	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 	 



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



45









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



46









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 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 	 



SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



47









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 
	 




SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



48









 





	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS

BRANCH, individually and as

Administrative Agent,

 	 
	 	by  	/s/ Ari Bruger
 	 
	 	 	Name:  	Ari Bruger 	 
	 	 	Title: Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	by  	      /s/  Kevin Buddhdew
 	 
	 	 	Name:  	Kevin Buddhdew 	 
	 	 	Title: Associate 	 
	 




SIGNATURE PAGE TO AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT



49









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender: Malibu CBNA Loan Funding LLC




	 	 	 	 	 
	 	 	 
	 	by  	/s/ Malia Baynes
 	 
	 	 	Name:  	Malia Baynes 	 
	 	 	Title:  	Attorney-in-fact 	 
	 





 









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender: ACA CLO 2006-1, LTD




	 	 	 	 	 
	 	by  	its investment advisor Apidos Capital Management, LLC
 



	 	 	 	 	 
	 	 	 
	 	by  	      /s/  Gretchen L. Bergstresser
 	 
	 	 	Name:  	Gretchen L. Bergstresser 	 
	 	 	Title:  	Senior Portfolio Manager 	 
	 



	 	 	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second signature.






51













 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender: ACA CLO 2006-2, LTD




	 	 	 	 	 
	 	 	 
	 	by  	                                 its investment advisor Apidos Capital Management, LLC
 



	 	 	 	 	 
	 	 	 
	 	by  	

/s/ Gretchen L. Bergstresser
 	 
	 	 	Name:  	Gretchen L. Bergstresser 	 
	 	 	Title:  	Senior Portfolio
Manager 	 



	 	 	 	 	 
	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second signature.




52









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender: ACA CLO 2007-1, LTD




	 	 	 	 	 
	 	 	 
	 	by 	                                 its investment advisor Apidos Capital Management, LLC
 



	 	 	 	 	 
	 	 	 
	 	by  	
/s/ Gretchen L. Bergstresser
 	 
	 	 	Name:  	Gretchen L. Bergstresser 	 
	 	 	Title:  	Senior Portfolio Manager 	 



	 	 	 	 	 
	 	 	 
	 	by1 	


 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second signature.




53









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender:ACE Tempest Reinsurance Ltd.

 	 
	 	  	    by  Oaktree Capital Management, L.P.
 	 
	 
	 	 	    Its:  Investment Manager 	 



	 	 	 	 	 
	 	 	 
	 	by  	
/s/ Robert Perelson
 	 
	 	 	Name:  	Robert Perelson 	 
	 	 	Title:  	Managing
Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	by1  	
/s/ Desmund Shirazi
 	 
	 	 	Name:  	Desmund Shirazi 	 
	 	 	Title:  	Managing Director 	 
	 





 




			
	1	 	For those Lenders requiring a second signature.




54









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender: ACOF 5 CB Funding LLC





 By: Citibank, N.A.





	 	 	 	 	 
	 	 	 
	 	by  	

/s/ Emil Chong
 	 
	 	 	Name:  	Emil Chong 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




55









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender:




Galaxy VI CLO, LTD

By: PineBridge Investments, LLC.

its Collateral Manager




Galaxy VII CLO, LTD

By: PineBridge Investments, LLC.

its Collateral Manager




Galaxy VIII CLO, LTD

By: PineBridge Investments, LLC.

its Collateral Manager




Galaxy X CLO, LTD

By: PineBridge Investments, LLC.

its Collateral Manager




PineBridge Bank Loan Fund Ltd. (know as AIG

Bank Loan Fund Ltd.)

By: PineBridge Investments, LLC.

its Investment Manager




Saturn CLO, Ltd.

By: PineBridge Investments, LLC.

its Collateral Manager




Validus Reinsurance Ltd.

By: PineBridge Investments, LLC.

its Investment Manager




	 	 	 	 	 
	 	 	 
	 	by  	
/s/ Steven S. Oh
 	 
	 	 	Name:  	Steven S. Oh 	 
	 	 	Title:  	Managing Director 	 
	 




56











 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender:



Euro-Galaxy CLO, B.V.

By: PineBridge Investments Europe Limited

As Collateral Manager





Euro-Galaxy II CLO, B.V.

By: PineBridge Investments Europe Limited

As Collateral Manager

 	 



	 	 	 	 	 
	 	by  	/s/ Steven S. Oh
 	 
	 	 	Name:  	Steven S. Oh 	 
	 	 	Title:  	Authorized
Signatory 	 



57









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender: AIRLIE CLO 2006-II LTD

 	 



	 	 	 	 	 
	 	by  	/s/ Seth Cameron
 	 
	 	 	Name:  	Seth Cameron 	 
	 	 	Title:  	Portfolio
Manager 	 
	 
	 	 	 
	 	by1  	



 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




58









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender: 





	 	 	 	 	 
	 	
LANDMARK VII CDO LTD

by Aladdin Capital Management LLC as Manager



LANDMARK VIII CDO LTD

by Aladdin Capital Management LLC as Manager



LANDMARK IX CDO LTD

by Aladdin Capital Management LLC as Manager
 



	 	 	 	 	 
	 	by  	      /s/ William W. Lowry
 	 
	 	 	Name:  	William W. Lowry, CFA	 
	 	 	Title:  	Authorized
Signatory 	 
	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




59









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender: ABCLO 2007, Ltd. 

	 



	 	 	 	 	 
	 	by AllianceBernstein
 





	 	 	 	 	 
	 	by  	/s/ Michael E. Sohr
 	 
	 	 	Name:  	Michael E. Sohr 	 
	 	 	Title:  	Senior Vice
President 	 



60









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	AllianceBernstein Institutional Investments — High Yield Loan Portfolio (JPY)

	 



	 	 	 	 	 
	 	by   AllianceBernstein
 




	 	 	 	 	 
	 	by  	/s/ Michael E. Sohr
 	 
	 	 	Name:  	Michael E. Sohr 	 
	 	 	Title:  	Senior Vice
President 	 
	 




61











 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 



	AllianceBernstein Institutional Investments — High
Yield Loan Portfolio (JPY) 

by      AllianceBernstein

	 




	 	 	 	 	 
	 	by  	           /s/ Michael E. Sohr
 	 
	 	 	Name:  	Michael E. Sohr 	 
	 	 	Title:  	Senior Vice
President 	 



62









 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 

	NACM CLO I 

	 
	 	by  	                /s/ Joanna Willars
 	 
	 	 	Name:  	Joanna Willars 	 
	 	 	Title:  	VP, Authorized
Signatory 	 



63









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	 

	AMMC CLO VI, LIMITED 

By:  American Money Management Corp.,

        as Collateral Manager

	 




	 	 	 	 	 
	 	by 	                 /s/ David P. Meyer
 	 
	 	 	Name:  	David P. Meyer 	 
	 	 	Title:  	Senior Vice
President 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second signature.




64









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
		AMMC VII, LIMITED 
	 
	 
	 	By:  	
American Money Management Corp.,
as Collateral Manager  

	 




	 	 	 	 	 
	 	by  	                /s/ David P. Meyer
 	 
	 	 	Name:  	David P. Meyer 	 
	 	 	Title:  	Senior Vice
President 	 
	 
	 	 	 
	 	by1   	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second signature.




65









 









SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	 	AMMC VIII, LIMITED


	 
	 	By: 	American Money Management Corp.,

as Collateral Manager 

	 



	 	 	 	 	 
	 	by  	                /s/ David P. Meyer
 	 
	 	 	Name:  	David P. Meyer 	 
	 	 	Title:  	Senior Vice
President 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




66









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 

	  Apidos CDO II

	 
	 	by  	its investment advisor
Apidos Capital Management, LLC
 	 
	 	 	  	 	 



	 	 	 	 	 
	 	by  	      /s/ Gretchen L. Bergstresser
 	 
	 	 	Name:  	Gretchen L. Bergstresser 	 
	 	 	Title:  	Senior Portfolio
Manager 	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second signature.




67









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender:  

	Apidos CDO III 

	 
	 	by  	its investment advisor
Apidos Capital Management, LLC


 	 



	 	 	 	 	 
	 	by  	      /s/ Gretchen L. Bergstresser
 	 
	 	 	Name:  	Gretchen L. Bergstresser 	 
	 	 	Title:  	Senior Portfolio
Manager 	 
	 	 	 
	 	by1   	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second signature.




68









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 

	Apidos CDO IV 	 
	 	by  	its investment advisor
Apidos Capital Management, LLC
 	 



	 	 	 	 	 
	 	by  	      /s/ Gretchen L. Bergstresser
 	 
	 	 	Name:  	Gretchen L. Bergstresser 	 
	 	 	Title:  	Senior Portfolio
Manager 	 
	 	 	 
	 	by1
  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




69









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	  Name of Lender: 

	  Apidos CDO V 	 
	 	by  	its investment advisor
Apidos Capital Management, LLC
 	 




	 	 	 	 	 
	 	by  	      /s/ Gretchen L. Bergstresser
 	 
	 	 	Name:  	Gretchen L. Bergstresser 	 
	 	 	Title:  	Senior Portfolio
Manager 	 
	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




70









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	
	Name of Lender: 	 Apidos Cinco CDO 


by     its investment advisor
Apidos Capital Management, LLC

	 



	 	 	 	 	 
	 	by  	      /s/ Gretchen L. Bergstresser
 	 
	 	 	Name:  	Gretchen L. Bergstresser 	 
	 	 	Title:  	Senior Portfolio
Manager 	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




71









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender:

  	 Apidos Quattro CDO 

by     its investment advisor
Apidos Capital Management, LLC




	 	 	 	 	 
	 	by  	      /s/ Gretchen L. Bergstresser
 	 
	 	 	Name:  	Gretchen L. Bergstresser 	 
	 	 	Title:  	Senior Portfolio
Manager 	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




72









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 


	 	 	 	 	 
	 	ALM Loan Funding 2010-1, Ltd.


By: Apollo Credit Management, LLC, its collateral manager 	 




	 	 	 	 	 
	 	  	/s/ Joseph Moroney
 	 
	 	 	Name:  	Joseph Moroney 	 
	 	 	Title:  	VP 	 



73









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 


	 	 	 	 	 
	 	ALM Loan Funding 2010-3, Ltd.


By: Apollo Credit Management (CLO), LLC, as Collateral Manager 	 




	 	 	 	 	 
	 	  	/s/ Joseph Moroney
 	 
	 	 	Name:  	Joseph Moroney 	 
	 	 	Title:  	VP 	 



74









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 


	 	 	 	 	 
	 	ALM IV, Ltd.


By: Apollo Credit Management (CLO), LLC, as Collateral Manager 	 




	 	 	 	 	 
	 	  	/s/ Joseph Moroney
 	 
	 	 	Name:  	Joseph Moroney 	 
	 	 	Title:  	VP 	 



75









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender:




	 	 	 	 	 	 	 

	ARES IIIR/IVR CLO LTD.	 	ARES VR CLO LTD.
	 
	BY: 	 ARES CLO MANAGEMENT IIIR/IVR,	 	BY: 	 ARES CLO MANAGEMENT VR, L.P.,
	 	L.P., ITS ASSET MANAGER	 	ITS INVESTMENT MANAGER
	 
	BY: 	 ARES CLO GP IIIR/IVR, LLC, ITS	 	BY: 	 ARES CLO GP VR, LLC, ITS
	GENERAL PARTNER	 	GENERAL PARTNER
	 
	By: 	 /s/ Americo Cascella	 	By: 	 /s/ Americo Cascella
	 	Name: 	 AMERICO CASCELLA	 	 	Name: 	 AMERICO CASCELLA
	 	Title:	 AUTHORIZED SIGNATORY	 	 	Title:	 AUTHORIZED SIGNATORY
	 
	ARES VIR CLO LTD.	 	ARES XI CLO LTD.
	 
	BY: 	 ARES CLO MANAGEMENT VIR, L.P.,	 	BY: 	 ARES CLO MANAGEMENT XI, L.P.,
	ITS INVESTMENT MANAGER	 	ITS ASSET MANAGER
	 
	BY: 	 ARES CLO GP VIR, LLC, ITS	 	BY: 	 ARES CLO GP XI, LLC, ITS
	GENERAL PARTNER	 	GENERAL PARTNER
	 
	By: 	 /s/ Americo Cascella	 	By: 	 /s/ Americo Cascella
	 	Name: 	 AMERICO CASCELLA	 	 	Name: 	 AMERICO CASCELLA
	 	Title:	 AUTHORIZED SIGNATORY	 	 	Title:	 AUTHORIZED SIGNATORY
	 
	ARES XII CLO LTD.	 	Ares NF CLO XIII Ltd
	 
	BY: 	 ARES CLO MANAGEMENT XII, L.P.,	 	By: 	 Ares NF CLO XIII Management,
	ITS ASSET MANAGER	 	 	L.P., its collateral manager
	 
	BY: 	 ARES CLO GP XII, LLC, ITS	 	By: 	 Ares NF CLO XIII Management
	GENERAL PARTNER	 	 	LLC, its general partner
	 
	By: 	 /s/ Americo Cascella	 	By: 	 /s/ Americo Cascella
	 	Name: 	 AMERICO CASCELLA	 	 	Name: 	 AMERICO CASCELLA
	 	Title:	 AUTHORIZED SIGNATORY	 	 	Title:	 AUTHORIZED SIGNATORY
	 
	Ares NF CLO XIV Ltd	 	Ares NF CLO XV Ltd
	 
	By: 	 Ares NF CLO XIV Management,	 	By: 	 Ares NF CLO XV Management,
	 	L.P., its collateral manager	 	 	L.P., its collateral manager
	 
	By: 	 Ares NF CLO XIV Management LLC,	 	By: 	 Ares NF CLO XV Management LLC,
	its general partner	 	 	its general partner
	 
	By: 	 /s/ Americo Cascella	 	By: 	 /s/ Americo Cascella
	 	Name: 	 AMERICO CASCELLA	 	 	Name: 	 AMERICO CASCELLA
	 	Title:	 AUTHORIZED SIGNATORY	 	 	Title:	 AUTHORIZED SIGNATORY






76









 






	 	 	 	 	 	 	 

	ARES XVI CLO LTD.	 	ARES ENHANCED CREDIT OPPORTUNITIES
	 	 	 	 	FUND LTD.
	 
	BY: 	 ARES CLO MANAGEMENT XVI, L.P.,	 	BY: 	 ARES ENHANCED CREDIT
	ITS ASSET MANAGER	 	 	OPPORTUNITIES FUND MANAGEMENT, L.P.,
 ITS MANAGER
	 
	BY: 	 ARES CLO GP XVI, LLC, ITS	 	BY: 	 ARES ENHANCED CREDIT
	GENERAL PARTNER	 	 	OPPORTUNITIES FUND MANAGEMENT GP,
	 	 	 	 	 	LLC, AS GENERAL PARTNER
	 
	By: 	 /s/ Americo Cascella	 	By: 	 /s/ Americo Cascella
	 	Name: 	 AMERICO CASCELLA	 	 	Name: 	 AMERICO CASCELLA
	 	Title:	 AUTHORIZED SIGNATORY	 	 	Title:	 AUTHORIZED SIGNATORY
	 
	ARES SENIOR LOAN TRUST 2011	 	ARES ENHANCED LOAN INVESTMENT

STRATEGY II, LTD.
	 
	BY: 	 ARES MANAGEMENT LLC, ITS	 	 
	INVESTMENT MANAGER	 	BY: 	 ARES ENHANCED LOAN MANAGEMENT II,
	 
	By: 	 /s/ Americo Cascella	 	L.P., ITS PORTFOLIO MANAGER
	 	Name: 	 AMERICO CASCELLA	 
	 	Title:	 AUTHORIZED SIGNATORY	 	BY: 	 ARES ENHANCED LOAN II GP, LLC,
	 	 	 	 	 	ITS GENERAL PARTNER
	 
	 	 	 	 	By: 	 /s/ Americo Cascella
	 	 	 	 	 	Name: 	 AMERICO CASCELLA
	 	 	 	 	 	Title:	 AUTHORIZED SIGNATORY
	 
	ARES ENHANCED LOAN INVESTMENT	 	 	FUTURE FUND BOARD OF GUARDIANS
	STRATEGY IR LTD.	 	 	 	 
	 
	BY: 	 ARES ENHANCED LOAN MANAGEMENT	 	BY: 	 ARES ENHANCED LOAN INVESTMENT
	 	IR L.P., AS PORTFOLIO MANAGER	 	 	STRATEGY ADVISOR IV, L.P., ITS
	 	 	 	 	 	INVESTMENT MANAGER (ON BEHALF OF THE
	 	 	 	 	 	ELIS IV SUB ACCOUNT)
	 	 	 	 	 	 	 
	 
	BY: 	 ARES ENHANCED LOAN IR GP, LLC,	 	BY: 	 ARES ENHANCED LOAN INVESTMENT
	ITS GENERAL PARTNER	 	 	STRATEGY ADVISOR IV GP, LLC, ITS
GENERAL PARTNER
	 
	By: 	 /s/ Americo Cascella	 	By: 	 /s/ Americo Cascella
	 	Name: 	 AMERICO CASCELLA	 	 	Name: 	 AMERICO CASCELLA
	 	Title:	 AUTHORIZED SIGNATORY	 	 	Title:	 AUTHORIZED SIGNATORY






77









 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender:






	 	 	 	 	 
	ARES ENHANCED LOAN INVESTMENT 
STRATEGY III, LTD.


 	 
	BY:



BY: 	
ARES ENHANCED LOAN 
MANAGEMENT III, L.P., ITS PORTFOLIO 
MANAGER



ARES ENHANCED LOAN III GP, LLC, ITS 
GENERAL PARTNER


 	 
	By: 	/s/ Americo Cascella
 	 
	 	Name:  	AMERICO CASCELLA  	 
	 	Title:  	AUTHORIZED SIGNATORY 	 
	 



	 	 	 	 	 
	WELLPOINT, INC.


	 
	BY: 


BY: 	
ARES WLP MANAGEMENT, L.P., ITS 
INVESTMENT MANAGER




ARES WLP MANAGEMENT GP, LLC, ITS 
GENERAL PARTNER



 	 
	By:  	/s/ Americo Cascella
 	 
	 	Name:  	AMERICO CASCELLA  	 
	 	Title:  	AUTHORIZED SIGNATORY 	 
	 



	 	 	 	 	 
	ARES INSTITUTIONAL LOAN FUND B.V.



 	 
	BY: 	
ARES MANAGEMENT LIMITED, AS MANAGER


 	 
	By:  	/s/ Americo Cascella
 	 
	 	Name:  	AMERICO CASCELLA  	 
	 	Title:  	AUTHORIZED SIGNATORY 	 
	 



	 	 	 	 	 
	ARES EUROPEAN CLO II B.V.



 	 
	BY: 	
ARES MANAGEMENT LIMITED, ITS MANAGER


 	 
	By:  	/s/ Americo Cascella
 	 
	 	Name:  	AMERICO CASCELLA  	 
	 	Title:  	AUTHORIZED SIGNATORY 	 
	 






	 	 	 	 	 
	GLOBAL LOAN OPPORTUNITY FUND B.V.

 	 
	BY: 	
ARES MANAGEMENT LIMITED, ITS 
PORTFOLIO MANAGER



 	 
	By:  	/s/ Americo Cascella
 	 
	 	Name:  	AMERICO CASCELLA  	 
	 	Title:  	AUTHORIZED SIGNATORY 	 
	 
	 
	 
	 
	 
	 
	 



	 	 	 	 	 
	SEI INSTITUTIONAL INVESTMENTS TRUST 
ENHANCED LIBOR OPPORTUNITIES FUND

 	 
	BY:
ARES MANAGEMENT LLC, AS 
PORTFOLIO MANAGER

 	 
	By:  	/s/ Americo Cascella
 	 
	 	Name:  	AMERICO CASCELLA  	 
	 	Title:  	AUTHORIZED SIGNATORY 	 
	 



	 	 	 	 	 
	

OCI EURO FUND I B.V.




By: ARES MANAGEMENT LIMITED, ITS INVESTMENT MANAGER


 	 
	By:  	/s/ Americo Cascella
 	 
	 	Name:  	AMERICO CASCELLA  	 
	 	Title:  	AUTHORIZED SIGNATORY 	 
	 





















 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	Australia and New Zealand Banking Group Limited 

	 
	 	by  	      /s/  Milan Senicic
 	 
	 	 	Name:  	Milan Senicic 	 
	 	 	Title:  	Director, Debt Structuring &
 Acquisition Finance 	 



79









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 





	 	 	 	 	 
	Name of Lender: 	Commonwealth Bank of Australia

 	 
	 	by  	      /s/ Tim Bates
 	 
	 	 	Name:  	Tim Bates 	 
	 	 	Title:  	Vice President 	 



Witnessed by1




	 	 	 	 	 
	 	  	                   /s/ Nigel Shirtcliff
 	 
	 	 	Name:  	Nigel Shirtcliff 	 
	 	 	Title:  	Senior Vice President 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.






80











 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender: AVENUE CLO III, LIMITED




	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Sriram Balakrishnan
 	 
	 	 	Name:  	Sriram Balakrishnan 	 
	 	 	Title:  	Portfolio Manager 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




81









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender: Aviva Life and Annuity Company



                                                                            by



	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Christopher C. Langs
 	 
	 	 	Name:  	Christopher C.Langs 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




82









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender:	 
	 	 	 
	 	Avoca Credit Opportunities plc	 
	 	Abasalon Credit Fund plc	 




	 	 	 	 	 
	 	by  	      /s/ Ali Allahbachani
 	 
	 	 	Name:  	Ali Allahbachani 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	by1	/s/ Eddie O’Neill
 	 
	 	 	Name:  	Eddie O’Neill 	 
	 	 	Title:  	Managing Director 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




83









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender: The Bank of Nova Scotia




	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Michelle C. Phillips
 	 
	 	 	Name:  	Michelle C. Phillips 	 
	 	 	Title:  	Director 	 



84









 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





Name of Lender: Beacon Hill Funding




	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Richard Taylor
 	 
	 	 	Name:  	Richard Taylor 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	  N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




85









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender: Oppida Investments Limited




	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Ari Epstein
 	 
	 	 	Name:  	Ari Epstein 	 
	 	 	Title:  	Partner — Berkeley Asset Management LLP 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




86









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED



                                                                     Name of Lender:




	 	 	 

	 

	 	Ariel Reinsurance Company Ltd.
	 

	 	BlackRock Senior High Income Fund, Inc.
	 

	 	BlackRock Bank Loan Fund
	 

	 	BlackRock Defined Opportunity Credit Trust
	 

	 	BMI-CLO-I
	 

	 	BlackRock Funds II BlackRock Floating Rate Income Portfolio
	 

	 	BlackRock Senior Income Series
	 

	 	BlackRock Senior Income Series IV
	 

	 	BlackRock Senior Income Series V Limited
	 

	 	BlackRock Debt Strategies Fund, Inc.
	 

	 	BlackRock Diversified Income Strategies Fund, Inc.
	 

	 	BlackRock Floating Rate Income Strategies Fund, Inc.
	 

	 	BlackRock Floating Rate Income Strategies Fund II, Inc.
	 

	 	BlackRock Global Investment Series: Income Strategies
Portfolio Ironshore Inc.
	 

	 	Missouri State Employees’ Retirement System
	 

	 	BlackRock Fixed Income Portable Alpha Master Series Trust
	 

	 	BlackRock Senior Floating Rate Portfolio
	 

	 	BlackRock Floating Rate Income Trust







	 	 	 	 	 
	 	 	 
	 	by  	      /s/ C. Adrian Marshall
 	 
	 	 	Name:  	C. Adrian Marshall 	 
	 	 	Title:  	Authorized Signatory 	 



87








 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender: Four Corners CLO II, Ltd.




	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Matthew Garvis
 	 
	 	 	Name:  	Matthew Garvis 	 
	 	 	Title:  	Vice President 	 



88









 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender: Victoria Court CBNA Loan Funding LLC




	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Malia Baynes
 	 
	 	 	Name:  	Malia Baynes 	 
	 	 	Title:  	ATTORNEY-IN-FACT 	 



89









 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Deutsche Bank AG New York Branch	 
	 	By:  	DB Services New Jersey, Inc.	 
	 	 	 
	 	by  	      /s/ Christine LaMonaca
 	 
	 	 	Name:  	Christine LaMonaca 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	by1 	       /s/ Angeline Quintana
 	 
	 	 	Name:  	Angeline Quintana 	 
	 	 	Title:  	Assistant Vice President 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




90









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: Global Leveraged Capital Credit
Opportunity Fund I
	 
	 	 
	 

	 	By, Global Leveraged Capital Management, LLC






	 	 	 	 	 
	 	 	 
	 	By  	      /s/ Michael Ferris
 	 
	 	 	Name:  	Michael Ferris 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By1	  N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




91









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: Arrowood Indemnity Company
	 
	 	 
	 

	 	By: Invesco Senior Secured Management, Inc.






	 	 	 	 	 
	 	 	 
	 	By  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




92









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 	 	Name of Lender: Arrowood Indemnity Company, 
as administrator
of The Pension Plan of Arrowood Indemnity 
Company

	 	 	 

	 	 	By: Invesco Senior Secured Management, Inc.







	 	 	 	 	 
	 	 	 
	 	By  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




93









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: AVALON CAPITAL LTD. 3
	 
	 	 
	 

	 	By: INVESCO Senior Secured
Management, Inc. As Asset Manager






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




94









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: AXIUS EUROPEAN CLO S.A.
	 
	 	 
	 

	 	By: INVESCO Senior Secured
Management, Inc. As Collateral Manager






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




95









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: BELHURST CLO LTD.
	 
	 	 
	 

	 	By: INVESCO Senior Secured
Management, Inc. As Collateral Manager






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1     	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




96









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: Invesco Coniston B.V.
	 
	 	 
	 

	 	By: Invesco Asset Management
Limited as Collateral Manager






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1     	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




97









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: DIVERSIFIED CREDIT PORTFOLIO LTD.
	 	 
	 

	 	By: INVESCO Senior Secured
Management, Inc.
as Investment Adviser






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




98









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: Invesco Van Kampen Dynamic Credit
Opportunities Fund
	 
	 	 
	 

	 	By: Invesco Senior Secured
Management, Inc. as
Sub-Adviser






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




99









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: PowerShares Senior Loan Portfolio
	 
	 	 
	 

	 	By: Invesco Senior Secured
Management, Inc. As Collateral Manager






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




100









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: Invesco Floating Rate Fund
	 
	 	 
	 

	 	By: INVESCO Senior Secured
Management, Inc. As Sub-Adviser






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




101









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	Name of Lender: HUDSON CANYON FUNDING II, LTD
	 
	 	 
	 

	By:  	INVESCO Senior Secured
Management, Inc. As Collateral Manager & Attorney InFact






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




102









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: LIMEROCK CLO I
	 
	 	 
	 

	 	By: INVESCO Senior Secured
Management, Inc. As Investment Manager






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




103









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: Invesco Mezzano B.V.
	 

	 	Signed By: Invesco Asset Management Limited as Collateral Manager






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




104









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: MOSELLE CLO S.A.
	 
	 	 
	 

	 	By: INVESCO Senior Secured
Management, Inc.
as Collateral Manager






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




105









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: Invesco Prime Income Trust
	 
	 	 
	 

	 	By: Invesco Senior Secured
Management, Inc. as Sub-Adviser






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




106









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: Morgan Stanley Investment Management Croton,
Ltd.
	 
	 	 
	 

	 	By: Invesco Senior Secured
Management, Inc. as Collateral Manager






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




107









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: NAUTIQUE FUNDING LTD.
	 
	 	 
	 

	 	By: INVESCO Senior Secured
Management, Inc.
As Collateral Manager






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




108









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: MSIM Peconic Bay, Ltd.
	 
	 	 
	 

	 	By: Invesco Senior Secured
Management, Inc.
as Collateral Manager






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




109









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: Qualcomm Global Trading, Inc.
	 
	 	 
	 

	 	By: Invesco Senior Secured
Management, Inc. As Investment Manager






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




110









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: SARATOGA CLO I, Ltd
	 
	 	 
	 

	 	By: INVESCO Senior Secured
Management, Inc.
As the Asset Manager






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




111









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: Invesco Van Kampen Senior Income Trust
	 
	 	 
	 

	 	By: Invesco Senior Secured
Management, Inc. as Sub-Adviser






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




112









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: Invesco Van Kampen Senior Loan Fund
	 
	 	 
	 

	 	By: Invesco Senior Secured
Management, Inc. as Sub-Adviser






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




113









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: WASATCH CLO LTD
	 
	 	 
	 

	 	By: INVESCO Senior Secured
Management, Inc.
As Portfolio Manager






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




114









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: Invesco Zodiac Funds — Invesco US Senior
Loan Fund
	 
	 	 
	 

	 	By: Invesco Management S.A. As
Investment Manager






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Philip Yarrow
 	 
	 	 	Name:  	Philip Yarrow 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




115









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: APOSTLE LOOMIS SAYLES CREDIT OPPORTUNITIES
FUND

As Lender
	 
	 	 
	 

	 	By: Loomis, Sayles & Company,
L.P.,

       Its Investment Manager
	 
	 	 
	 

	 	By: Loomis, Sayles & Company,
Incorporated,

       Its General Partner






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Mary McCarthy
 	 
	 	 	Name:  	Mary McCarthy 	 
	 	 	Title:  	Vice President 	 



116









 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: APOSTLE LOOMIS SAYLES SENIOR LOAN FUND

As Lender
	 
	 	 
	 

	 	By: Loomis, Sayles & Company,
L.P.,

       Its Investment Manager
	 
	 	 
	 

	 	By: Loomis, Sayles & Company,
Incorporated,

       Its General Partner






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Mary McCarthy
 	 
	 	 	Name:  	Mary McCarthy 	 
	 	 	Title:  	Vice President 	 



117









 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: APOSTLE LOOMIS SAYLES SENIOR LOAN FUND, LLC,
As Lender
	 
	 	 
	 

	 	By: Loomis, Sayles & Company,
L.P.,

       Its Investment Manager
	 
	 	 
	 

	 	By: Loomis, Sayles & Company,Incorporated,

       Its General Partner






	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Mary McCarthy
 	 
	 	 	Name:  	Mary McCarthy 	 
	 	 	Title:  	Vice President 	 



118









 







SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 

	 

	 	Name of Lender: NATIXIS LOOMIS SAYLES SENIOR LOAN FUND,
As Lender
	 
	 	 
	 

	 	By: Loomis, Sayles & Company,
L.P.,

       Its Investment Manager
	 
	 	 
	 

	 	By: Loomis, Sayles & Company,
Incorporated, Its General Partner






	 	 	 	 	 
	 	 	 
	 	by  	     /s/ Mary McCarthy
 	 
	 	 	Name:  	Mary McCarthy 	 
	 	 	Title:  	Vice President 	 



119









 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender:



	 	 	 	 	 
	 	Four Corners CLO III, Ltd.
 	 
	 	By:  	Macquarie Funds Group
 	 
	 	FKA Four Corners Capital Management, LLC

As Collateral Manager

 	 
	 	By:  	/s/ Adam Brown
 	 
	 	 	Name: Adam Brown 	 
	 	 	Title:   Vice President 	 
	 




120











 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:	
 	 



	 	 	 	 	 
	 	Macquarie Income Opportunities Fund

By: Macquarie Allegiance Capital, LLC,

As Sub Manager

 	 
	 	     	/s/ Adam Brown
 	 
	 	 	Adam Brown 	 
	 	 	Vice President 	 



121









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:	
 	 



	 	 	 	 	 
	 	Macquarie Master Diversified Fixed

Interest Fund

By: Macquarie Allegiance Capital, LLC,

As Sub Manager

 	 
	 	     	/s/ Adam Brown
 	 
	 	 	Adam Brown 	 
	 	 	Vice President 	 



122









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Royal Bank of Canada
 	 



	 	 	 	 	 
	 	By  	

/s/ Suzanne Kaicher
 	 
	 	 	Name:  	Suzanne Kaicher 	 
	 	 	Title:  	Attorney-In-Fact 	 



	 	 	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




123









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:  	Evergreen CBNA Loan Funding LLC
 	 



	 	 	 	 	 
	 	by  	

/s/ Malia Baynes
 	 
	 	 	Name:  	Malia Baynes 	 
	 	 	Title:  	ATTORNEY-IN-FACT 	 



124









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	
 	 



	 	 	 	 	 
	 	Cornerstone CLO Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

 	 
	 	      	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




125









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	
 	 



	 	 	 	 	 
	 	Rampart CLO 2007 Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

 	 
	 	      	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




126









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:	
 	 



	 	 	 	 	 
	 	Rampart CLO 2006-1 Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

 	 
	 	      	/s/ Michael W. DelPercio
 	 
	 		Name:  Michael W. DelPercio 	 
	 		Title:  Authorized Signatory 	 



	 	 	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




127









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:	
 	 



	 	 	 	 	 
	 	Stone Tower CLO III Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

 	 
	 	      	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




128









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:		 



	 	 	 	 	 
	 	Stone Tower CLO IV Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

 	 
	 	      	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




129









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:		 



	 	 	 	 	 
	 	Stone Tower CLO V Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

 	 
	 	      	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




130









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:	
 	 



	 	 	 	 	 
	 	Stone Tower CLO VI Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

 	 
	 	      	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




131









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	
 	 



	 	 	 	 	 
	 	Stone Tower CLO VII Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

 	 
	 	      	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




132









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	
 	 



	 	 	 	 	 
	 	Stone Tower Credit Funding I Ltd.

By Stone Tower Fund Management LLC

As Its Collateral Manager

 	 
	 	      	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




133









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	
 	 



	 	 	 	 	 
	 	IBM Personal Pension Plan Trust

By Stone Tower Fund Management LLC

As Its Investment Manager

 	 
	 	      	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




134









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Toronto Dominion (New York) LLC
 	 



	 	 	 	 	 
	 	by  	         /s/ Bebi Yasin
 	 
	 	 	Name:  	Bebi Yasin 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




135









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 BLT 18 LLC
 	 



	 	 	 	 	 
	 	by  	         /s/ Dan Sullivan
 	 
	 	 	Name:  	Dan Sullivan 	 
	 	 	Title:  	Authorized
Signatory 	 



136









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 BOS INTERNATIONAL (AUSTRALIA) LTD
 	 



	 	 	 	 	 
	 	by  	

/s/ Nicholas Dedding
 	 
	 	 	Name:  	Nicholas Dedding 	 
	 	 	Title:  	Senior Manager 	 



	 	 	 	 	 
	 	by1 	

 /s/ Stephen Pollock
 	 
	 	 	Name:  	Stephen Pollock 	 
	 	 	Title:  	Lead Senior Manager 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 CAIRN CLO II B.V.
 	 



	 	 	 	 	 
	 	by  	

/s/ James Starky
 	 
	 	 	Name:  	James Starky 	 
	 	 	Title:  	Chief Legal Officer

Cairn Capital Limited

As Investment Manager 	 



	 	 	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




138









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	CARLYLE HIGH YIELD PARTNERS VII, LTD.
 



	 	 	 	 	 
	 	by  	         /s/ Glori H. Graziano
 	 
	 	 	Name:  	GLORI H. GRAZIANO 	 
	 	 	Title:  	MANAGING DIRECTOR 	 



139









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:  	CARLYLE HIGH YIELD PARTNERS VIII, LTD.
 



	 	 	 	 	 
	 	by  	         /s/ Glori H. Graziano
 	 
	 	 	Name:  	GLORI H. GRAZIANO 	 
	 	 	Title:  	MANAGING DIRECTOR 	 



140









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	CARLYLE HIGH YIELD PARTNERS IX, LTD.
 



	 	 	 	 	 
	 	by  	         /s/ Glori H. Graziano
 	 
	 	 	Name:  	GLORI H. GRAZIANO 	 
	 	 	Title:  	MANAGING
DIRECTOR 	 



141









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 CARLYLE HIGH YIELD PARTNERS X, LTD.
 	 



	 	 	 	 	 
	 	by  	         /s/ Glori H. Graziano
 	 
	 	 	Name:  	GLORI H. GRAZIANO 	 
	 	 	Title:  	MANAGING
DIRECTOR 	 



142









 







	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 CARLYLE ARNAGE CLO, LTD.
 	 



	 	 	 	 	 
	 	by  	         /s/ Glori H. Graziano
 	 
	 	 	Name:  	GLORI H. GRAZIANO 	 
	 	 	Title:  	MANAGING
DIRECTOR 	 



143









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 MOUNTAIN CAPITAL CLO V, LTD.
 	 



	 	 	 	 	 
	 	by  	         /s/ Glori H. Graziano
 	 
	 	 	Name:  	GLORI H. GRAZIANO 	 
	 	 	Title:  	MANAGING
DIRECTOR 	 



144









 







	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 MOUNTAIN CAPITAL CLO VI, LTD.
 	 



	 	 	 	 	 
	 	by  	         /s/ Glori H. Graziano
 	 
	 	 	Name:  	GLORI H. GRAZIANO 	 
	 	 	Title:  	MANAGING
DIRECTOR 	 



145









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:	 CARLYLE CREDIT PARTNERS FINANCING I, LTD.
 



	 	 	 	 	 
	 	by  	         /s/ Glori H. Graziano
 	 
	 	 	Name:  	GLORI H. GRAZIANO 	 
	 	 	Title:  	MANAGING
DIRECTOR 	 



146









 







	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 CARLYLE AZURE CLO, LTD.
 	 



	 	 	 	 	 
	 	by  	         /s/ Glori H. Graziano
 	 
	 	 	Name:  	GLORI H. GRAZIANO 	 
	 	 	Title:  	MANAGING
DIRECTOR 	 



147









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 CARLYLE BRISTOL CLO, LTD.
 	 



	 	 	 	 	 
	 	by  	         /s/ Glori H. Graziano
 	 
	 	 	Name:  	GLORI H. GRAZIANO 	 
	 	 	Title:  	MANAGING
DIRECTOR 	 



148









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 CARLYLE DAYTONA CLO, LTD.
 	 



	 	 	 	 	 
	 	by  	         /s/ Glori H. Graziano
 	 
	 	 	Name:  	GLORI H. GRAZIANO 	 
	 	 	Title:  	MANAGING
DIRECTOR 	 



149









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 CARLYLE MCLAREN CLO, LTD.
 	 



	 	 	 	 	 
	 	by  	         /s/ Glori H. Graziano
 	 
	 	 	Name:  	GLORI H. GRAZIANO 	 
	 	 	Title:  	MANAGING
DIRECTOR 	 



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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 CARLYLE VEYRON CLO, LTD.
 	 



	 	 	 	 	 
	 	by  	         /s/ Glori H. Graziano
 	 
	 	 	Name:  	GLORI H. GRAZIANO 	 
	 	 	Title:  	MANAGING
DIRECTOR 	 



151









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 MOUNTAIN CAPITAL CLO IV, LTD.
 	 



	 	 	 	 	 
	 	by  	         /s/ Glori H. Graziano
 	 
	 	 	Name:  	GLORI H. GRAZIANO 	 
	 	 	Title:  	MANAGING
DIRECTOR 	 



152









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Cavalry CLO I, Ltd
 	 



	 	 	 	 	 
	 	by Regiment Capital Management, LLC as its Investment Advisor 


      By: Regiment Capital Advisors, LP its Manager and pursuant to

      delegated authority


      By: Regiment Capital Advisors, LLC its General Partner

 	 



	 	 	 	 	 
	 	by  	/s/ Bill Heffron
 	 
	 	 	Name:  	Bill Heffron 	 
	 	 	Title:  	Partner, Portfolio
Manager 	 
	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 




			
	1	 	For those Lenders requiring a second
signature.




153









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: Cheyne Credit Opportunity CDO 1 B.V.
 	 



	 	 	 	 	 
	 	by  	         /s/ Peter Rushton
 	 
	 	 	Name:  	Peter Rushton 	 
	 	 	Title:  	Partner
Cheyne Capital Management (UK) LLP
on behalf of
Cheyne Credit Opportunity CDO 1 B.V. 	 



	 	 	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




154









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:	
 	 



	 	 	 	 	 
	 	
CIFC Funding 2006-I, Ltd.

CIFC Funding 2006-IB, Ltd.

CIFC Funding 2007-II, Ltd.

CIFC Funding 2007-III, Ltd.

CIFC Funding 2007-IV, Ltd.
 	 



	 	 	 	 	 
	 	By: CIFC Investment Management LLC, its

       Collateral Manager



Hewett’s Island CLO V, Ltd.

Hewett’s Island CLO VI, Ltd.



By CypressTree Investment Management, LLC,

       its Collateral Manager



Primus CLO I, Ltd.

Primus CLO II, Ltd.



By CypressTree Investment Management, LLC,

       its Subadviser

 	 
	 	By  	/s/ Steve Vaccaro
 	 
	 	 	Name:  	Steve Vaccaro 	 
	 	 	Title:  	Authorized
Signatory 	 



155









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:	
 	 



	 	 	 	 	 	 	 

	 	 	 	 	Cumberland II CLO Ltd.
	 	 	 	 	Marquette Park CLO Ltd.
	 	 	 	 	Bridgeport CLO Ltd.
	 	ColumbusNova CLO Ltd. 2006-I	 	Schiller Park CLO Ltd.
	 	ColumbusNova CLO Ltd. 2006-II	 	Burr Ridge CLO Plus Ltd.
	 	ColumbusNova CLO Ltd. 2007-I	 	Bridgeport CLO II Ltd.
	 	ColumbusNova CLO IV Ltd.
2007-II	 	Gillespie CLO Plc
	 
	 	 	 	 	 	 
	

	By 	Columbus Nova Credit
	 	By
	 	Deerfield Capital Management
	 

	 	Investments Management, LLC,

its Collateral Manager
	 	 	 	LLC, its Collateral Manager






	 	 	 	 	 
	 	By:  	                                         /s/ Glenn Duffy
 	 
	 	 	Name:  	Glenn Duffy 	 
	 	 	Title:  	Authorized Signatory 	 



156









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 CRATOS CLO I LTD. 	 



	 	 	 	 	 
	 	By: Cratos CDO Management, LLC

As Attorney-In-Fact




By: JMP Credit Advisors LLC

Its Manager

 	 


	 	 	 	 	 
	 	by  	      /s/ Renee Lefebvre
 	 
	 	 	Name:  	Renee Lefebvre 	 
	 	 	Title:  	Managing
Director 	 


157









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: Credit Suisse AG, Cayman Islands Branch
 	 



	 	 	 	 	 
	 	by  	      /s/ Ari Bruger
 	 
	 	 	Name:  	Ari Bruger 	 
	 	 	Title:  	Vice
President 	 



	 	 	 	 	 
	 	by1	       /s/ Kevin Buddhdew
 	 
	 	 	Name:  	Kevin Buddhdew 	 
	 	 	Title:  	Associate 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:  CREDIT SUISSE LOAN FUNDING LLC
 	 



	 	 	 	 	 
	 	by  	

/s/ Douglas DiBella
 	 
	 	 	Name:  	Douglas DiBella 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1	       /s/ Dan Sullivan
 	 
	 	 	Name:  	Dan Sullivan 	 
	 	 	Title:  	Authorized
Signatory 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 MADISON PARK FUNDING VII, LTD.
 	 



	 	 	 	 	 
	 	By: Credit Suisse Asset Management, LLC, as portfolio manager
 	 



	 	 	 	 	 
	 	by  	      /s/ Louis Farano
 	 
	 	 	Name:  	Louis Farano 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




160









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Qualcomm Global Trading, Inc.
 	 



	 	 	 	 	 
	 	  By:  	                          Credit Suisse Asset Management, LLC, as investment manager
 	 



	 	 	 	 	 
	 	by  	      /s/ Louis Farano
 	 
	 	 	Name:  	Louis Farano 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender:  	Credit Suisse Dollar Senior Loan Fund, Ltd.
 	 



	 	 	 	 	 
	 	 By: Credit Suisse Asset Management, LLC, as investment manager
 	 



	 	 	 	 	 
	 	by  	      /s/ Louis Farano
 	 
	 	 	Name:  	Louis Farano 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




162









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 Name of Lender: 	 Madison Park Funding VI, Ltd.
 	 



	 	 	 	 	 
	 	  By:  	                          Credit Suisse Asset Management, LLC, as collateral manager
 	 



	 	 	 	 	 
	 	by  	      /s/ Louis Farano
 	 
	 	 	Name:  	Louis Farano 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




163









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 Name of Lender: 	 Madison Park Funding V, Ltd.
 	 



	 	 	 	 	 
	 	  By:  	                          Credit Suisse Asset Management, LLC, as collateral manager
 	 



	 	 	 	 	 
	 	by  	      /s/ Louis Farano
 	 
	 	 	Name:  	Louis Farano 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




164









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 Name of Lender:  	Madison Park Funding IV, Ltd.
 	 



	 	 	 	 	 
	 	  By:  	                          Credit Suisse Asset Management, LLC, as collateral manager
 	 



	 	 	 	 	 
	 	by  	      /s/ Louis Farano
 	 
	 	 	Name:  	Louis Farano 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




165









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 Name of Lender: 	 Madison Park Funding III, Ltd.
 	 



	 	 	 	 	 
	 	  By:  	                          Credit Suisse Asset Management, LLC, as collateral manager
 	 



	 	 	 	 	 
	 	by  	      /s/ Louis Farano
 	 
	 	 	Name:  	Louis Farano 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




166









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 Name of Lender:  	Atrium V
 	 



	 	 	 	 	 
	 	  By:  	                          Credit Suisse Asset Management, LLC, as collateral manager
 	 



	 	 	 	 	 
	 	by  	      /s/ Louis Farano
 	 
	 	 	Name:  	Louis Farano 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




167









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 Name of Lender:  	Madison Park Funding II, Ltd.
 	 



	 	 	 	 	 
	 	  By:  	                          Credit Suisse Asset Management, LLC, as collateral manager
 	 



	 	 	 	 	 
	 	by  	

/s/ Louis Farano
 	 
	 	 	Name:  	Louis Farano 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




168









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:  	Castle Garden Funding
 	 



	 	 	 	 	 
	 	by  	      /s/ Louis Farano
 	 
	 	 	Name:  	Louis Farano 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




169









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:  	Atrium IV

 	 



	 	 	 	 	 
	 	by  	      /s/ Louis Farano
 	 
	 	 	Name:  	Louis Farano 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




170









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Madison Park Funding I,
Ltd.
 	 



	 	 	 	 	 
	 	by  	      /s/ Louis Farano
 	 
	 	 	Name:  	Louis Farano 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	 by1	
 	 	 
	 		Name:  	 
	 	 	Title:  	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




171









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 Name of Lender: 	 AUSTRALIANSUPER
 	 



	 	 	 	 	 
	 	 By: Credit Suisse Asset Management, LLC, as

sub-adviser to Bentham Asset Management Pty 
Ltd. in
its capacity as agent of and investment 
manager for
AustralianSuper Pty Ltd. in its 
capacity as
__________ of AustralianSuper
 	 



	 	 	 	 	 
	 	by  	      /s/ Louis Farano
 	 
	 	 	Name:  	Louis Farano 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




172









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 Name of Lender: 	 Bentham Wholesale
Syndicated Loan Fund
By: Credit Suisse Asset Management, LLC, as 
Agent
(Sub-adviser) to Challenger Investment 
Services
Limited, the ____ _____ for Bentham 
Wholesale
Syndicated Loan Fund
 	 



	 	 	 	 	 
	 	By  	      /s/ Louis Farano
 	 
	 	 	Name:  	Louis Farano 	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




173









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	
 	Name of Lender:	 



	 	 	 	 	 
	 	Trust Company of the West,

As trustee of TCW Capital Trust
 	 



	 	 	 	 	 
	 	By:  	/s/ Jonathan R. Insull
 	 
	 	 	Name:  	Jonathan R. Insull 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	/s/ Patrick N.W. Turner
 	 
	 	 	Name:  	Patrick N.W. Turner 	 
	 	 	Title:  	Managing Director 	 
	 




174











 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender:



BELL ATLANTIC MASTER TRUST


 	 
	 	By:  	         Crescent Capital Group LP, its sub-adviser
 	 
	 
	 	By:  	/s/ Scott E. Feldman
 	 
	 	 	Name:  	Scott E. Feldman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ G. Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Senior Vice President 	 



175









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender:



FARAKER INVESTMENT PTE LTD.


 	 
	 	By:  	                          Crescent Capital Group LP, its sub-adviser
 	 
	 	 	 
	 	By:  	/s/ Scott E. Feldman
 	 
	 	 	Name:  	Scott E. Feldman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ G. Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Senior Vice President 	 



176









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender:



ILLINOIS STATE BOARD OF INVESTMENT


 	 
	 	By:  	       Crescent Capital Group LP, its sub-adviser
 	 
	 
	 	 	 
	 	By:  	/s/ Scott E. Feldman
 	 
	 	 	Name:  	Scott E. Feldman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ G. Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Senior Vice President 	 



177









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender:



MAC CAPITAL, LTD.


 	 
	 	By:  	                          TCW-WLA JV Venture LLC, its sub-adviser
 	 
	 
	 	 	 
	 	By:  	/s/ Scott E. Feldman
 	 
	 	 	Name:  	Scott E. Feldman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ G. Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Senior Vice President 	 



178









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender:



MOMENTUM CAPITAL FUND, LTD.


 	 
	 	By:  	                          TCW-WLA JV Venture LLC, its sub-adviser
 	 
	 
	 	 	 
	 	By:  	/s/ Scott E. Feldman
 	 
	 	 	Name:  	Scott E. Feldman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ G. Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Senior Vice President 	 



179









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender:



RGA REINSURANCE COMPANY


 	 
	 	By:  	                          Crescent Capital Group LP, its sub-adviser
 	 
	 
	 	 	 
	 	By:  	/s/ Scott E. Feldman
 	 
	 	 	Name:  	Scott E. Feldman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ G. Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Senior Vice President 	 



180









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender:



TCW SENIOR SECURED FLOATING RATE LOAN FUND, L.P.


 	 
	 	By:  	                          Crescent Capital Group LP, its sub-adviser
 	 
	 
	 	 	 
	 	By:  	/s/ Scott E. Feldman
 	 
	 	 	Name:  	Scott E. Feldman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ G. Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Senior Vice President 	 



181









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender:



TCW SENIOR SECURED LOAN FUND, LP


 	 
	 	By:  	                          Crescent Capital Group LP, its sub-adviser
 	 
	 
	 	 	 
	 	By:  	/s/ Scott E. Feldman
 	 
	 	 	Name:  	Scott E. Feldman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ G. Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Senior Vice President 	 



182









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender:



PALMETTO INVESTORS MASTER FUND, LLC.


 	 
	 	By:  	                          Crescent Capital Group LP, its sub-adviser
 	 
	 
	 	 	 
	 	By:  	/s/ Scott E. Feldman
 	 
	 	 	Name:  	Scott E. Feldman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ G. Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Senior Vice President 	 



183









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender:



VITESSE CLO LTD.


 	 
	 	By:  	                          TCW-WLA JV Venture LLC, its sub-adviser
 	 
	 
	 	 	 
	 	By:  	/s/ Scott E. Feldman
 	 
	 	 	Name:  	Scott E. Feldman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ G. Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Senior Vice President 	 



184









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender:



WEST BEND MUTUAL INSURANCE COMPANY


 	 
	 	By:  	                          Crescent Capital Group LP, its sub-adviser
 	 
	 
	 	 	 
	 	By:  	/s/ Scott E. Feldman
 	 
	 	 	Name:  	Scott E. Feldman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ G. Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Senior Vice President 	 



185









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	  	Name of Lender: Credit Suisse International

 	 
	 	by  	/s/ Melanie Harries
 	 
	 	 	Name:  	Melanie Harries 	 
	 	 	Title:  	Assistance Vice President Operations 	 
	 
	 	 	 
	 	      by1
 	/s/ Andrew Earies 
	 	 	Name:  	Andrew Earies 	 
	 	 	Title:  	Authorised Signatory 	 
	 





 




			
	1	 	For those Lenders requiring a second signature




186









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	TRS HY FNDS LLC



By: Deutsche Bank AG Cayman Islands Branch, its sole member


By: DB Services New Jersey, Inc.

 	 
	 	 	 
	 	        by  	      /s/ Christine LaMonaca
 	 
	 	 	Name:  	Christine LaMonaca 	 
	 	 	Title:  	Assistance Vice President 	 
	 
	 	 	 
	 	        by1 	 /s/ Angeline Quintana
 	 
	 	 	Name:  	Angeline Quintana 	 
	 	 	Title:  	Assistance Vice President 	 
	 





 




			
	1	 	For those Lenders requiring a second signature




187









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Doral CLO I, Ltd.

 	 
	 	by  	/s/ Scott A. McKay
 	 
	 	 	Name:  	Scott A. McKay 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature




188









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Doral Money Inc.

 	 
	 	         by  	/s/ Scott A. McKay
 	 
	 	 	Name:  	Scott A. McKay 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	         by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second signature




189









 








SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED







	 	 	 	 	 
	Name of Lender: 	Duane Street CLO IV, Ltd.



By: DiMaio Ahmad Capital LLC, 

        As Collateral Manager

 	 
	 	        	/s/ Umesh Patel
 	 
	 	 	Name:  	Umesh Patel 	 
	 	 	Title:  	President
Authorized Signatory 	 
	 
	 	 	 
	 	by1	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second signature.




190









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 DZ BANK AG 
10 Aldersgate Street
 London EC1A 4HJ

	 	 
	 	by  	/s/ Olive Stiekel
 	 
	 	 	Name:  	Olive Stiekel 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	by1 	/s/ Mahesh Chordia
 	 
	 	 	Name:  	Mahesh Chordia 	 
	 	 	Title:  	VP 	 
	 





 




			
	1	 	For those Lenders requiring a second signature.




191









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	Eaton Vance CDO X PLC
 	 
	 	By: 	Eaton Vance Management
 As Investment Advisor
 	 


	 	 	 	 	 
	 	by  	/s/ Michael B. Botthof 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 



192









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	Eaton Vance CDO IX Ltd.
 	 
	 	By: 	 Eaton Vance Management
as Investment Advisor

 	 



	 	 	 	 	 
	 	by  	/s/ Michael B. Botthof 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 


193









 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	Eaton Vance CDO VIII, Ltd.
 	 
	 	By: 	Eaton Vance Management
 as Investment Advisor

 	 




	 	 	 	 	 
	 	by  	/s/ Michael B. Botthof 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 


194









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:  	EATON VANCE SENIOR INCOME TRUST


	 	BY: 	EATON VANCE MANAGEMENT 
AS INVESTMENT ADVISOR




	 	 	 	 	 
	 	by  	/s/ Michael B. Botthof 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 


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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	EATON VANCE FLOATING-RATE INCOME TRUST

 	 
	 	BY: 	EATON VANCE MANAGEMENT 
 AS INVESTMENT ADVISOR 	 



	 	 	 	 	 
	 	by  	/s/ Michael B. Botthof 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED







	 	 	 	 	 
	Name of Lender:  	EATON VANCE SENIOR FLOATING-RATE TRUST

 	 
	 	BY: 	EATON VANCE MANAGEMENT 
AS INVESTMENT ADVISOR
 	 



	 	 	 	 	 
	 	by  	/s/ Michael B. Botthof 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	Eaton Vance Medallion Floating-Rate Income Portfolio


	By: 	Eaton Vance Management

As Investment Advisor


	 
	 	by  	/s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	EATON VANCE INSTITUTIONAL 

SENIOR LOAN FUND


	BY: 	EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR

	 
	 	by  	/s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	EATON VANCE LIMITED DURATION 

INCOME FUND


	 	BY: 	EATON VANCE MANAGEMENT

AS INVESTMENT ADVISOR





	 	 	 	 	 
	 	by  	/s/ Michael B. Botthof 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 


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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	GRAYSON & CO


	 	BY: 	BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR






	 	 	 	 	 
	 	by  	/s/ Michael B. Botthof 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 


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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	EATON VANCE VT FLOATING-RATE 

INCOME FUND


	 	BY: 	EATON VANCE MANAGEMENT

AS INVESTMENT ADVISOR




	 	 	 	 	 
	 	by  	/s/ Michael B. Botthof 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	SENIOR DEBT PORTFOLIO


	 	By: 	Boston Management and Research
as Investment Advisor



	 	 	 	 	 
	 	by  	/s/ Michael B. Botthof 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 



203









 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	PACIFIC LIFE FUNDS-PL FLOATING RATE 

LOAN FUND


	 	BY: 	EATON VANCE MANAGEMENT

AS INVESTMENT ADVISOR





	 	 	 	 	 
	 	by  	/s/ Michael B. Botthof 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 



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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender:  	PACIFIC SELECT FUND FLOATING RATE 

LOAN PORTFOLIO


	 	BY: 	EATON VANCE MANAGEMENT

AS INVESTMENT SUB-ADVISOR



	 	 	 	 	 
	 	by  	/s/ Michael B. Botthof 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 



205









 







	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	MET INVESTORS SERIES TRUST-MET/EATON VANCE FLOATINGRATE PORTFOLIO


	 	BY 	EATON VANCE MANAGEMENT

AS INVESTMENT SUB-ADVISOR


	 
	 	 	by  	/s/ Michael B. Botthof
 	 	 
	 	 	 	Name: Michael B. Botthof  	 	 
	 	 	 	Title: Vice President  	 	 



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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	RIVERSOURCE VARIABLE SERIES TRUST-VARIABLE
PORTFOLIO
EATON VANCE FLOATING RATE INCOME FUND


	 	BY: 	EATON VANCE MANAGEMENT

AS INVESTMENT SUB-ADVISOR



	 	 	 	 	 
	 	by  	/s/ Michael B. Botthof 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 



207









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND


	 	BY: 	EATON VANCE MANAGEMENT

AS INVESTMENT ADVISOR



	 	 	 	 	 
	 	by  	/s/ Michael B. Botthof 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 


208









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 FEDERATED BANK LOAN CORE FUND

 	 
	 	By  	/s/ B. Anthony Delserone, Jr.
 	 
	 	 	Name:  	B. Anthony Delserone, Jr. 	 
	 	 	Title:  	Vice President 	 



209









 






	 	 	 	 	 



SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Fifth Third Bank



by

 	 
	 	           by  	/s/ Matthew Cannan
 	 
	 	 	Name:  	Matthew Cannan 	 
	 	 	Title:  	Vice President 	 
	 
	 	           by1 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 
	 





 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 First Trust Senior Floating Tare Income Fund II


	 	By: 	First Trust Advisors L.P. its investment

Manager or its investment advisor




	 	 	 	 	 
	 	by  	/s/ Scott D. Fries
 	 
	 	 	Name:  	Scott D. Fries 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	by1 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second signature.




211









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	Fore CLO Ltd. 2007-I


	 	by 	Fore Research & Management, LP


	 




	 	 	 	 	 

	 	by  	/s/ Daniel Agranoff
 	 
	 	 	Name:  	Daniel Agranoff 	 
	 	 	Title:  	Chief Financial Officer

Fore Research & Management, LP 	 
	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 






 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	Name of Lender:


Global Credit Return Fund N.V. (in relation to the Series 2009-1 

Notes)



BNF Paribas Flexi III — Senior Secured Bank Loan Fund 

Mogliano (formerly
known as Fortis Flexi III — Senior Secured 

Bank Loan Fund Mogliano)


	 	          By: 	BNP Paribas Investment Partners Netherlands N.V. 
(in its capacity as investment manager)


	 



	 	 	 	 	 	 	 

	 
	by 	 /s/ Javier Peres Diaz	 	by 	 /s/ Dennis Tian
	 
	 	 	 
	 	Name: 	 Javier Peres Diaz	 	 	Name: 	 Dennis Tian
	 	Title:	 Portfolio Manager	 	 	Title:	 Portfolio Manager






213









 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	Nantucket CLO 1 Ltd.


	 	By: 	Fortis Investment Management USA, Inc.

as Attorney-in-Fact


	 
	 	 	by  	/s/ Vanessa Ritter
 	 
	 	 	 	Name: Vanessa Ritter  	 	 
	 	 	 	Title: Vice President  	 	 
	 
	 	 	 
	 	 	by1  	
 	 
	 	 	 	Name:  	 	 
	 	 	 	Title:   	 	 
	 





 




			
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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	FRANKLIN CLO V, LTD.

	 
	 	by  	/s/ David Ardini
 	 
	 	 	Name:  	David Ardini, Franklin Advisers, Inc. 

as Collateral Manager 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	FRANKLIN CLO VI, LTD.

 	 
	 	by  	/s/ David Ardini
 	 
	 	 	Name:  	David Ardini, Franklin Advisers, Inc. 
as Collateral Manager 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second signature.




216









 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	FRANKLIN TEMPLETON SERIES II 

FUNDS — FRANKLIN FLOATING RATE II FUND

 	 
	 	by  	/s/ Richard Hsu
 	 
	 	 	Name:  	Richard Hsu 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




217









 







SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	FRANKLIN FLOATING RATE MASTER SERIES

 	 
	 	by  	/s/ Richard Hsu
 	 
	 	 	Name:  	Richard Hsu 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




218









 







SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST

 	 
	 	by  	/s/ Richard Hsu
 	 
	 	 	Name:  	Richard Hsu 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




219









 







SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	FRANKLIN FLOATING RATE DAILY ACCESS FUND

 	 
	 	by  	

/s/ Richard Hsu
 	 
	 	 	Name:  	Richard Hsu 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




220









 







SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	FRANKLIN TEMPLETON TOTAL 

RETURN FDP FUND OF FDP
SERIES, INC.

 	 
	 	by  	

/s/ Guang Alex Yu
 	 
	 	 	Name:  	Guang Alex Yu 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




221









 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	TEMPLETON INCOME TRUST — 

TEMPLETON GLOBAL TOTAL
RETURN FUND

 	 
	 	by  	/s/ Guang Alex Yu
 	 
	 	 	Name:  	Guang Alex Yu 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second signature.




222









 







SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	FRANKLIN TEMPLETON GLOBAL 

MULTISECTOR PLUS (MASTER)
FUND, LTD.

 	 
	 	by  	

/s/ Guang Alex Yu
 	 
	 	 	Name:  	Guang Alex Yu 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	MET INVESTORS SERIES TRUST — 

MET/FRANKLIN LOW
DURATION TOTAL 

RETURN PORTFOLIO

 	 
	 	by  	/s/ Guang Alex Yu
 	 
	 	 	Name:  	Guang Alex Yu 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	FRANKLIN STRATEGIC SERIES-FRANKLIN STRATEGIC INCOME
FUND

 	 
	 	by  	/s/ Guang Alex Yu
 	 
	 	 	Name:  	Guang Alex Yu 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	TEMPLETON GLOBAL INVESTMENT TRUST — 
TEMPLETON INCOME FUND

 	 
	 	by  	/s/ Guang Alex Yu
 	 
	 	 	Name:  	Guang Alex Yu 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	FRANKLIN TOTAL RETURN FUND

 	 
	 	by  	/s/ Guang Alex Yu
 	 
	 	 	Name:  	Guang Alex Yu 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	FRANKLIN STRATEGIC INCOME FUND (CANADA)

 	 
	 	by  	/s/ Guang Alex Yu
 	 
	 	 	Name:  	Guang Alex Yu 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	FRANKLIN TEMPLETON VARIABLE
INSURANCE PRODUCTS TRUST
FRANKLIN 

STRATEGIC INCOME
SECURITIES FUND

 	 
	 	by  	/s/ Guang Alex Yu
 	 
	 	 	Name:  	Guang Alex Yu 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	FRANKLIN INVESTORS SECURITIES TRUST FRANKLIN REAL
RETURN FUND

 	 
	 	by  	/s/ Guang Alex Yu
 	 
	 	 	Name:  	Guang Alex Yu 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	FRANKLIN INVESTORS SECURITIES TRUST FRANKLIN LOW
DURATION TOTAL RETURN FUND

 	 
	 	by  	/s/ Guang Alex Yu
 	 
	 	 	Name:  	Guang Alex Yu 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	Future Fund Board of Guardians



by   Oak Hill Advisors, L.P., as its Investment Manager

 	 
	 	by  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




232









 







SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	Gallatin CLO II 2005 -1, LTD



By:  UrsaMine Credit Advisors, LLC 

         as its Collateral Manager

 	 
	 	by  	/s/ Niall Rosenzweig
 	 
	 	 	Name:  	Niall Rosenzweig 	 
	 	 	Title:  	President & Portfolio Manager 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




233









 







SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	 Gallatin CLO III 2007-1, LTD As Assignee



By:  UrsaMine Credit Advisors, LLC 

         as its Collateral Manager

 	 
	 	by  	/s/ Niall Rosenzweig
 	 
	 	 	Name:  	Niall Rosenzweig 	 
	 	 	Title:  	President & Portfolio Manager 	 
	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




234









 







SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	NAVIGATOR CDO 2006, LTD.



by:   GE Capital Debt Advisors LLC, 

         as Collateral Manager

 	 
	 	by:  	/s/ John Campos
 	 
	 	 	Name:  	John Campos 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	Name of Lender: 	GENERAL ELECTRIC PENSION TRUST



by:   GE Capital Debt Advisors LLC, 

         as Investment Advisor

 	 
	 	by:  	/s/ John Campos
 	 
	 	 	Name:  	John Campos 	 
	 	 	Title:  	Authorized Signatory 	 



235









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	Greywolf CLO I, Ltd



By:  Greywolf Capital Management LP, 
         its Investment Manager

 	 
	 	by  	/s/ William Troy
 	 
	 	 	Name:  	William Troy 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




236









 






SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	ABS Loans 2007 Limited, a
subsidiary of 

Goldman Sachs Institutional Funds II PLC

 	 
	 	by  	/s/ Sinead Murphy
 	 
	 	 	Name:  	Sinead Murphy 	 
	 	 	Title:  	Authorised Signatory 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




237









 







SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	Goldman Sachs Collective Trust
High Yield Implementation Vehicle by The Goldman Sachs Trust
Company, NA

 	 
	 	by  	/s/ Srivathsa Gopinath
 	 
	 	 	Name:  	Srivathsa Gopinath 	 
	 	 	Title:  	VP 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




238









 







SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	Goldman Sachs Trust on behalf

of the Goldman Sachs High Yield Floating Rate Fund



by   Goldman Sachs Asset Management, L.P. 

         as investment advisor and not as principal

 	 
	 	by  	/s/ Srivathsa Gopinath
 	 
	 	 	Name:  	Srivathsa Gopinath 	 
	 	 	Title:  	VP 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




239









 







SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	GOLDMAN SACHS ASSET MANAGEMENT

CLO, PUBLIC LIMITED COMPANY



By:  Goldman Sachs Asset Manager, L.P., 

        as Manager

 	 
	 	by  	/s/ Srivathsa Gopinath
 	 
	 	 	Name:  	Srivathsa Gopinath 	 
	 	 	Title:  	VP 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




240









 







SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	GSC Investment Corp CLO 2007



by

 	 
	 	by  	/s/ Tom Inglesby
 	 
	 	 	Name:  	Tom Inglesby 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




241









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED







	 	 	 	 	 
	Name of Lender: 	 280 FUNDING I



By:  GSO Capital Partners LP, as Portfolio Manager

 	 
	 	by  	/s/ Marisa J. Beeney
 	 
	 	 	Name:  	Marisa J. Beeney 	 
	 	 	Title:  	Authorized Signatory 	 



242









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	BLACKSTONE SPECIAL FUNDING (IRELAND)



By:  GSO Capital Partners LP, as Manager

 	 
	 	by  	/s/ Marisa J. Beeney
 	 
	 	 	Name:  	Marisa J. Beeney 	 
	 	 	Title:  	Authorized Signatory 	 



243









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	GREEN PARK CDO B.V., as a Lender

 	 
	 	by  	/s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



244









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED



	 	 	 	 	 
	Name of Lender: 	HYDE PARK CDO B.V., as a Lender

 	 
	 	by  	/s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



245









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	REGENT’S PARK CDO B.V., as a Lender

 	 
	 	by  	/s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



246









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 SUN LIFE ASSURANCE COMPANY of CANADA (US)



By:  GSO/BLACKSTONE CP Holdings LP 

        as Sub-Advisor

 	 
	 	by  	/s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



247









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	TRIBECA PARK CLO LTD.



By:  GSO/BLACKSTONE Debt Funds Management LLC 

         as Portfolio Manager

 	 
	 	by  	/s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



248









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	BLACKSTONE / GSO SECURED TRUST LTD



By:  GSO / Blackstone Debt Funds Management LLC 

        as Investment Manager

 	 
	 	by  	/s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 
	 




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 CALLIDUS DEBT PARTNERS CLO FUND IV, LTD.

 	 
	 	By:  	GSO / Blackstone Debt Funds Management LLC as Collateral Manager
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



250









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 CALLIDUS DEBT PARTNERS CLO

FUND V, LTD.

 	 
	 	By:  	GSO / Blackstone Debt Funds Management LLC as Collateral Manager
 	 


	 	 	 	 	 
	 	by  	      /s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



251









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	 CALLIDUS DEBT PARTNERS CLO

FUND VI, LTD.

 	 
	 	By:  	GSO / Blackstone Debt Funds Management LLC as Collateral Manager
 	 
	 


	 	 	 	 	 
	 	by  	      /s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	 CALLIDUS DEBT PARTNERS CLO

FUND VII, LTD.

 	 
	 	By:  	GSO / Blackstone Debt Funds Management LLC as Collateral Manager
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



253









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 MAPS CLO FUND II, LTD.

 	 
	 	By:  	GSO / Blackstone Debt Funds LLC as Collateral Manager
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



254









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	 UNITED HEALTHCARE INSURANCE
COMPANY

 	 
	 	By:  	GSO Capital Advisors LLC as Manager
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	 Inwood Park CDO Ltd.

 	 
	 	By:  	Blackstone Debt Advisors L.P. as Collateral Manager
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



256









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	 Lafayette Square CDO Ltd.

 	 
	 	By:  	Blackstone Debt Advisors L.P. as Collateral Manager
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	Prospect Park CDO Ltd.

 	 
	 	By:  	Blackstone Debt Advisors L.P. as Collateral Manager
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	 CHELSEA PARK CLO LTD.

 	 
	 	By:  	GSO/BLACKSTONE Debt Funds Management LLC as Portfolio Manager
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 
	 




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	COLUMBUS PARK CDO LTD.

 	 
	 	By:  	GSO / Blackstone Debt Funds Management LLC
 as Portfolio Manager
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 GALE FORCE 2 CLO, LTD.

 	 
	 	By:  	GSO/BLACKSTONE Debt Funds Management LLC as Collateral Manager
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	 GALE FORCE 3 CLO, LTD.

 	 
	 	By:  	GSO/BLACKSTONE Debt Funds Management LLC as Collateral Manager
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	 GALE FORCE 4 CLO, LTD.

 	 
	 	By:  	GSO/BLACKSTONE Debt Funds Management LLC as Collateral Servicer
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	 RIVERSIDE PARK CLO LTD.

 	 
	 	By:  	GSO/BLACKSTONE Debt Funds Management LLC as Collateral Manager
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	 RS Floating Rate Fund; 
By
Guardian Investors, LLC

 	 
	 	by  	/s/ Kevin Booth
 	 
	 	 	Name:  	Kevin Booth 	 
	 	 	Title:  	Managing
Director 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 



	 	 	 	 	 
	Name of Lender: 	 The Guardian Life Insurance

Company of America

 	 
	 	by  	/s/ Kevin Booth
 	 
	 	 	Name:  	Kevin Booth 	 
	 	 	Title:  	Managing
Director 	 
	 




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED



	 	 	 	 	 
	Name of Lender: 	GULF STREAM-COMPASS CLO 2005-II LTD

 	 
	 	By:  	Gulf Stream Asset Management LLC
 As Collateral Manager
 	 
	 
	 	GULF STREAM-SEXTANT CLO 2006-I LTD

 	 
	 	By:  	Gulf Stream Asset Management LLC
 As Collateral Manager
 	 
	 
	 	GULF STREAM-RASHINBAN CLO 2006-I LTD

 	 
	 	By:  	Gulf Stream Asset Management LLC
 As Collateral Manager
 	 
	 
	 	GULF STREAM-SEXTANT CLO 2007-I LTD



By Gulf Stream Asset Management LLC
 As Collateral Manager

 	 
	 
	 	GULF STREAM-COMPASS CLO 2007 LTD

 	 
	 	By:  	Gulf Stream Asset Management LLC
 As Collateral Manager
 	 
	 
	 	NEPTUNE FINANCE CCS, LTD.

 	 
	 	By:  	Gulf Stream Asset Management LLC
 As Collateral Manager
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Barry K. Love
 	 
	 	 	Name:  	Barry K. Love 	 
	 	 	Title:  	Chief Credit
Officer 	 
	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED



	 	 	 	 	 
	Name of Lender: 	 American Hallmark Insurance

Company of Texas

 	 
	 	by  	/s/ Chris Kenney
 	 
	 	 	Name:  	Chris Kenney 	 
	 	 	Title:  	Vice
President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 
	Name of Lender: 	 Highbridge Liquid Loan

Opportunities Master Fund



by Highbridge Prinicipal Strategies LLC,
 its investment manager 	 
	 
	 	by  	      /s/ David Frey
 	 
	 	 	Name:  	David Frey 	 
	 	 	Title:  	Managing
Director 	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Hewett’s Island CLO I-R, Ltd.

 	 
	 	by  	/s/ Clifford Stoops
 	 
	 	 	Name:  	Clifford Stoops 	 
	 	 	Title:  	Head of Fund Accounting and Operation 	 
	 
	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Westchester CLO, Ltd

 	 
	 	By:  	Highland Capital Management L.P., As Collateral Servicer
 	 
	 	 	 
	 	By:  	                                 Strand Advisors, Inc., Its General Partner
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Clifford Stoops
 	 
	 	 	Name:  	Clifford Stoops 	 
	 	 	Title:  	Head of Fund Accounting and Operation 	 
	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




271









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Strafford CLO, Ltd.

 	 
	 	By:  	Highland Capital Management L.P., As Collateral Manager
 	 
	 	 	 
	 	By:  	                                 Strand Advisors, Inc., Its General Partner
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Clifford Stoops
 	 
	 	 	Name:  	Clifford Stoops 	 
	 	 	Title:  	Head of Fund Accounting and Operation 	 
	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Rockwall CDO II Ltd.

 	 
	 	By:  	Highland Capital Management L.P., As Collateral Manager
 	 
	 	 	 
	 	By:  	                                 Strand Advisors, Inc., Its General Partner
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Clifford Stoops
 	 
	 	 	Name:  	Clifford Stoops 	 
	 	 	Title:  	Head of Fund Accounting and Operation 	 
	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




273









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Rockwall CDO LTD.

 	 
	 	By:  	Highland Capital Management L.P., As Collateral Manager
 	 
	 	 	 
	 	By:  	                                 Strand Advisors, Inc., Its General Partner
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Clifford Stoops
 	 
	 	 	Name:  	Clifford Stoops 	 
	 	 	Title:  	Head of Fund Accounting and Operation 	 
	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




274









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Red River CLO Ltd.

 	 
	 	By:  	Highland Capital Management L.P., As Collateral Manager
 	 
	 	 	 
	 	By:  	                                 Strand Advisors, Inc., Its General Partner
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Clifford Stoops
 	 
	 	 	Name:  	Clifford Stoops 	 
	 	 	Title:  	Head of Fund Accounting and Operation 	 
	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




275









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Greenbriar CLO, Ltd.

 	 
	 	By:  	Highland Capital Management L.P., As Collateral Manager
 	 
	 	 	 
	 	By:  	                                 Strand Advisors, Inc., Its General Partner
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Clifford Stoops
 	 
	 	 	Name:  	Clifford Stoops 	 
	 	 	Title:  	Head of Fund Accounting and Operation 	 
	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




276









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Grayson CLO. Ltd.

 	 
	 	By:  	Highland Capital Management L.P., As Collateral Manager
 	 
	 	 	 
	 	By:  	                                 Strand Advisors, Inc., Its General Partner
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Clifford Stoops
 	 
	 	 	Name:  	Clifford Stoops 	 
	 	 	Title:  	Head of Fund Accounting and Operation 	 
	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




277









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Eastland CLO, Ltd.

 	 
	 	By:  	Highland Capital Management L.P., As Collateral Manager
 	 
	 	 	 
	 	By:  	                                 Strand Advisors, Inc., Its General Partner
 	 
	 	 	 
	 	by  	      /s/ Clifford Stoops
 	 
	 	 	Name:  	Clifford Stoops 	 
	 	 	Title:  	Head of Fund Accounting and Operation 	 
	 
	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




278









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Brentwood CLO Ltd.

 	 
	 	By:  	Highland Capital Management L.P., As Collateral Manager
 	 
	 	 	 
	 	By:  	                                 Strand Advisors, Inc., Its General Partner
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Clifford Stoops
 	 
	 	 	Name:  	Clifford Stoops 	 
	 	 	Title:  	Head of Fund Accounting and Operation 	 
	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




279









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Highlander Euro CDO B.V.

 	 
	 	by  	/s/ Clifford Stoops
 	 
	 	 	Name:  	Clifford Stoops 	 
	 	 	Title:  	Head of Fund Accounting and Operation 	 
	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




280









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Highlander Euro CDO II B.V.

 	 
	 	by  	/s/ Clifford Stoops
 	 
	 	 	Name:  	Clifford Stoops 	 
	 	 	Title:  	Head of Fund Accounting and Operation 	 
	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




281









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Highlander Euro CDO III B.V.

 	 
	 	by  	/s/ Clifford Stoops
 	 
	 	 	Name:  	Clifford Stoops 	 
	 	 	Title:  	Head of Fund Accounting and Operation 	 
	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




282









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 HillMark Funding Ltd.,

 	 
	 	By:  	HillMark Capital Management, L.P., as Collateral Manager, as Lender
 	 
	 	 	 


	 	 	 	 	 
	 	by  	      /s/ Mark Gold
 	 
	 	 	Name:  	Mark Gold 	 
	 	 	Title:  	CEO 	 



283









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Stoney Lane Funding I, Ltd., 	 
	 	 	 	 	 
	 	by	HillMark Capital Management, L.P., 
 as Collateral Manager, as Lender

 	 
	 	by  	      /s/ Mark Gold
 	 
	 	 	Name:  	Mark Gold 	 
	 	 	Title:  	CEO 	 



284









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 The Hartford Mutual Funds, Inc., on behalf of The Hartford Floating Rate Fund

 	 
	 	by  	/s/ Francesco Ossino
 	 
	 	 	Name:  	Francesco Ossino 	 
	 	 	Title:  	Senior Vice
President 	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 The Hartford Mutual Funds, Inc., on behalf of The Hartford Short Duration Fund


 	 
	 	by	Hartford Investment Management Company, 
its Investment Manager	 
	 	 	 
	 	by  	      /s/ Francesco Ossino
 	 
	 	 	Name:  	Francesco Ossino 	 
	 	 	Title:  	Senior Vice
President 	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Hartford Life Insurance Company


 	 
	 	by 	Hartford Investment Management Company — 

Agent and Attorney-In-Fact
	 
	 	 	 
	 	by  	      /s/ Francesco Ossino
 	 
	 	 	Name:  	Francesco Ossino 	 
	 	 	Title:  	Senior Vice
President 	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED



	 	 	 	 	 
	Name of Lender: 	 HSBC Bank USA, N.A.

 	 
	 	by  	/s/ Graeme Robertson
 	 
	 	 	Name:  	Graeme Robertson	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	 	Name of Lender:



IBM Personal Pension Plan Trust

 	 
	 	By:  	 ING Investment Management Co.,
 	 
	 	 	as its investment manager 	 
	 	 	 	 
	 	ING Prime Rate Trust

ING Senior Income Fund

ING (L) Flex — Senior Loans

ING Floating Rate Fund

 	 
	 	By:  	 ING Investment Management Co.,
 	 
	 	 	as its investment manager 	 
	 	 	 	 
	 
	 	ING Euro Loans Fund I, LLC

 	 
	 	By:  	 ING Alternative Asset Management LLC,
 	 
	 	 	as its managing member 	 
	 	 	 	 
	 
	 	ING Investment Trust Co. Plan for Employee Benefit Investment Funds —
Senior Loan Fund

 	 
	 	By:  	 ING Investment Trust Co. as its trustee
 	 
	 	 	 	 
	 	ING Investment Management CLO II, LTD.

ING Investment Management CLO III, LTD.

ING Investment Management CLO IV, LTD.

ING Investment Management CLO V, LTD.

 	 
	 	By:  	         ING Alternative Asset Management LLC,
 	 
	 	 	as its investment manager 	 
	 	 	 	 
	 
	 	AVE:

Phoenix CLO I, LTD.

Phoenix CLO II, LTD.

Phoenix CLO III, LTD.

 	 
	 	By:  	              ING Alternative Asset Management LLC,
 	 
	 	 	as its investment manager 	 
	 	 	 	 
	 	ING7



ING 1M CLO 2011-1, Ltd.

 	 
	 	By:  	 ING Alternative Asset Management LLC, 

as its portfolio manager
 	 
	 	 	 	 
	 	CAN1



ISL Loan Trust

 	 
	 	By:  	 LNG Investment Management Co.,
 	 
	 	 	as its investment advisor 	 



	 	 	 	 	 
	 	by  	 /s/      Romain Catols
 	 
	 	 	Name:  	Romain Catols, CFA 	 
	 	 	Title:  	Vice President 	 



289









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 



	 	 	 	 	 
	Name of Lender: 	 PRINCIPAL FUNDS INC. — HIGH
YIELD FUND I

 	 
	 	 	 	 	 
	by      	 	 
	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing Director 	 
	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




290









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 LOUISIANA STATE EMPLOYEES’

RETIREMENT SYSTEM

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




291









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 COMMINGLED PENSION TRUST FUND

(HIGH YIELD) OF JPMORGAN CHASE BANK, N.A

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 SOUTHERN UTE PERMANENT FUND

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




293









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 JPMORGAN INCOME BUILDER. FUND

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 JPMORGAN TAX AWARE HIGH INCOME
FUND

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing
Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 JPMORGAN STRATEGIC INCOME

OPPORTUNITIES FUND

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing
Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 NATIONAL RAILROAD RETIREMENT

INVESTMENT TRUST

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing
Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 J.P. MORGAN LEVERAGED LOANS

MASTER FUND, LP

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing
Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 LVIP J.P. MORGAN HIGH YIELD
FUND

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing
Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 ADVANCED SERIES TRUST — AST
HIGH YIELD PORTFOLIO

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing
Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 HEWITT ENNISKNUPP, INC.

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing
Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 UNIPENSION INVEST F.M.B.A.,

HIGH YIELD OBLIGATIONER II

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing
Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 BERRYSBURG INC.

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing
Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




303









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 OCEAN ROAD INVESTMENT PARTNERS
LP

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing
Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




304









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 KLOIBER INVESTMENTS, LLC

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing
Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




305









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 MARKSBURY INVESTMENTS. LLC

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing
Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




306









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 PACHOLDER HIGH YIELD FUND, INC

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing
Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




307









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 JPMORGAN HIGH YIELD FUND

 	 
	 	by  	/s/ William J. Morgan
 	 
	 	 	Name:  	William J. Morgan 	 
	 	 	Title:  	Managing
Director 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




308









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 KATONAH VIII CLO LTD

 	 
	 	by  	/s/ Daniel Gilligan
 	 
	 	 	Name:  	Daniel Gilligan 	 
	 	 	Title:  	Authorized Officer


Katonah Debt Advisors, L.L.C.


As Manager 	 
	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




309









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 KATONAH IX CLO LTD

 	 
	 	by  	/s/ Daniel Gilligan
 	 
	 	 	Name:  	Daniel Gilligan 	 
	 	 	Title:  	Authorized Officer


Katonah Debt Advisors, L.L.C.


As Manager 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




310









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 KATONAH X CLO LTD

 	 
	 	by  	/s/ Daniel Gilligan
 	 
	 	 	Name:  	Daniel Gilligan 	 
	 	 	Title:  	Authorized Officer


Katonah Debt Advisors, L.L.C.


As Manager 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




311









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 KATONAH 2007-1 CLO LTD

 	 
	 	by  	/s/ Daniel Gilligan
 	 
	 	 	Name:  	Daniel Gilligan 	 
	 	 	Title:  	Authorized Officer


Katonah Debt Advisors, L.L.C.


As Manager 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




312









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	 	Name of Lender: KIL Loan Funding LLC

 	 
	 	  	  	By:  Citibank, N.A.
 	 



	 	 	 	 	 
	 	by  	      /s/ Emily Chong
 	 
	 	 	Name: 	Emily Chong 	 
	 	 	Title:  	 	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




313









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	 	Name of Lender: Kingsland II, Ltd.



       by Kingsland Capital Management, LLC, as Manager
 	 



	 	 	 	 	 
	 	by  	      /s/ Scott Lotter
 	 
	 	 	Name:  	Scott Lotter 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




314









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	Kingsland III, Ltd.



by   Kingsland Capital Management, LLC, as Manager

 	 
	 	
 	 
	 	by  	      /s/ Scott Lotter
 	 
	 	 	Name:  	Scott Lotter 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




315









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	Kingsland V, Ltd.



by   Kingsland Capital Management, LLC, as Manager

 	 
	 	 	 
	 	by  	      /s/ Scott Lotter
 	 
	 	 	Name:  	Scott Lotter 	 
	 	 	Title:  	Authorized
Signatory 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




316









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	Kingsland IV, Ltd.



by  Kingsland Capital Management, LLC, as Manager

 	 
	 	by  	/s/ Scott Lotter
 	 
	 	 	Name:  	Scott Lotter	 
	 	 	Title:  	Authorized
Signatory 	 



	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 






			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Liberty Insurance Corporation

 	 
	 	by  	/s/ Sheila A. Finnerty
 	 
	 	 	Name:  	Sheila A. Finnerty	 
	 	 	Title:  	Authorized
Signatory 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.






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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Liberty Mutual Insurance Corporation
 	 
	 
	 	by  	      /s/ Sheila A. Finnerty
 	 
	 	 	Name:  	Sheila A. Finnerty 	 
	 	 	Title:  	Authorized
Signatory 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.






319









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED



	 	 	 	 	 
	Name of Lender: 	 Indiana Insurance Corporation
 	 
	 
	 	by  	      /s/ Sheila A. Finnerty
 	 
	 	 	Name:  	Sheila A. Finnerty 	 
	 	 	Title:  	Authorized
Signatory 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Peerless Insurance Corporation
 	 
	 
	 	by  	      /s/ Sheila A. Finnerty
 	 
	 	 	Name:  	Sheila A. Finnerty 	 
	 	 	Title:  	Authorized
Signatory 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 LeverageSource III S.a.r.l.
 	 
	 
	 	by  	      /s/  Paul Plank
 	 
	 	 	Name:  	Paul Plank 	 
	 	 	Title:  	Authorized
Signatory 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 LLCP LOAN FUNDING 2007
 	 
	 
	 	by  	      /s/  Richard Taylor
 	 
	 	 	Name:  	Richard Taylor 	 
	 	 	Title:  	Authorized
Signatory 	 
	 
	 	by1 	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Golden Knight II CLO, Ltd.
 	 
	 
	 	by  	      /s/  Christopher Towle
 	 
	 	 	Name:  	Christopher Towle 	 
	 	 	Title:  	Executive Vice
President,


Portfolio Manager 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Lord Abbett Investment Trust — Lord Abbett Floating Rate Fund
 	 
	 
	 	by  	      /s/  Christopher Towle
 	 
	 	 	Name:  	Christopher Towle 	 
	 	 	Title:  	Executive Vice
President,


Portfolio Manager 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	LCM III, Ltd.

 	 
	 	By:  	LCM Asset Management LLC
 As Collateral Manager
 	 
	 	 	 	 
	 	by  	      /s/  Alexander B. Kenna
 	 
	 	 	Name:  	Alexander B. Kenna 	 
	 	 	 	LCM Asset Management  	 
	 	 	Title:  	 	 
	 
	 	by1 	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




326









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	LCM IV, Ltd.

 	 
	 	By:  	LCM Asset Management LLC
 As Collateral Manager
 	 
	 
	 	by  	      /s/  Alexander B. Kenna
 	 
	 	 	Name:  	Alexander B. Kenna 	 
	 	 	 	LCM Asset Management LLC 	 
	 	 	Title:  	 	 
	 
	 	by1 	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	LCM V, Ltd.

 	 
	 	By:  	LCM Asset Management LLC 
As Collateral Manager
 	 
	 
	 	by  	      /s/  Alexander B. Kenna
 	 
	 	 	Name:  	Alexander B. Kenna 	 
	 	 	 	LCM Asset Management LLC 	 
	 	 	Title:  	 	 
	 
	 	by1 	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




328









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	LCM VI, Ltd.

 	 
	 	By:  	LCM Asset Management LLC
 As Collateral Manager
 	 
	 
	 	by  	      /s/  Alexander B. Kenna
 	 
	 	 	Name:  	Alexander B. Kenna 	 
	 	 	 	LCM Asset Management LLC 	 
	 	 	Title:  	 	 
	 
	 	by1 	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	LCM VIII, Limited Partnership

 	 
	 	By:  	LCM Asset Management LLC
 As Collateral Manager
 	 
	 
	 	by  	      /s/  Alexander B. Kenna
 	 
	 	 	Name:  	Alexander B. Kenna 	 
	 	 	 	LCM Asset Management LLC 	 
	 	 	Title:  	 	 
	 
	 	by1 	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	LCM IX Limited Partnership

 	 
	 	By:  	LCM Asset Management LLC
 As Collateral Manager
 	 
	 
	 	by  	      /s/  Alexander B. Kenna
 	 
	 	 	Name:  	Alexander B. Kenna 	 
	 	 	 	LCM Asset Management LLC 	 
	 	 	Title:  	 	 
	 
	 	by1 	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Mackay Shields Defensive Bond

Arbitrage Fund LTD.
 	 
	 
	 	By:  	                                 MacKay Shields LLC,
 as Investment Adviser and not individually
 	 
	 
	 	by  	      /s/  Dan Roberts
 	 
	 	 	Name:  	Dan Roberts 	 
	 	 	Title:  	Sr. Managing
Director 	 



332









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 
	Name of Lender: 	MacKay Short Duration Alpha Fund

 	 
	 	By:  	MacKay Shields LLC,
 as Investment Adviser and not individually
 	 
	 
	 	by  	      /s/  Dan Roberts
 	 
	 	 	Name:  	Dan Roberts 	 
	 	 	Title:  	Sr. Managing
Director 	 



333









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 
	Name of Lender: 	 New York Life Insurance Company
 (Guaranteed Products)
 	 
	 
	 	By:  	                                 MacKay Shields LLC,
 as Investment Adviser and not individually
 	 
	 
	 	by  	      /s/  Dan Roberts
 	 
	 	 	Name:  	Dan Roberts 	 
	 	 	Title:  	Sr. Managing
Director 	 



334









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 
	Name of Lender: 	 New York Life Insurance
Company, GP -Portable Alpha
 	 
	 
	 	By:  	                                 MacKay Shields LLC,
 as Investment Adviser and not individually
 	 
	 
	 	by  	      /s/  Dan Roberts
 	 
	 	 	Name:  	Dan Roberts 	 
	 	 	Title:  	Sr. Managing
Director 	 



335









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 
	Name of Lender: 	Northrop Grumman Pension Master Trust

 	 
	 	By:  	MacKay Shields LLC,
 as Investment Adviser and not individually
 	 
	 
	 	by  	      /s/  Dan Roberts
 	 
	 	 	Name:  	Dan Roberts 	 
	 	 	Title:  	Sr. Managing
Director 	 



336









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 
	Name of Lender: 	 MainStay Income Builder Fund (f.k.a. 
MainStay Total Return Fund), a series of the 
MainStay Funds
 	 
	 
	 	By:  	                                 MacKay Shields LLC,
 as Investment Adviser and not individually
 	 
	 
	 	by  	      /s/  Dan Roberts
 	 
	 	 	Name:  	Dan Roberts 	 
	 	 	Title:  	Sr. Managing
Director 	 



337









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 
	Name of Lender: 	MainStay VP Income Builder Portfolio, a series of 
MainStay VP Funds Trust
 	 
	 
	 	By:  	                                 MacKay Shields LLC, 
 as Investment Adviser and not individually
 	 
	 
	 	by  	      /s/  Dan Roberts
 	 
	 	 	Name:  	Dan Roberts 	 
	 	 	Title:  	Sr. Managing
Director 	 



338









 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 
	Name of Lender: 	 MACQUARIE BANK LIMITED
 	 
	 
	 	by  	      /s/  Michele Del Bo
 	 
	 	 	Name:  	Michele Del Bo 	 
	 	 	Title:  	Managing
Director 	 
	 
	 	by  	      /s/  Sewmay Lee
 	 
	 	 	Name:  	Sewmay Lee 	 
	 	 	Title:  	Associate
Director 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 
	Name of Lender: 	 GANNETT PEAK CLO I, LTD.
 	 
	 	 	 
	 	by  	McDonnell Investment Management LLC, 
as Investment Manager
 	 
	 
	 	by  	      /s/  Kathleen A. Zarn
 	 
	 	 	Name:  	Kathleen A. Zarn 	 
	 	 	Title:  	Vice President 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




340









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 MCDONNELL LOAN OPPORTUNITY LTD.
 	 
	 	 	 
	 	by  	McDonnell Investment Management LLC,
 as Investment Manager
 	 
	 
	 	by  	      /s/  Kathleen A. Zarn
 	 
	 	 	Name:  	Kathleen A. Zarn 	 
	 	 	Title:  	Vice President 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




341









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 ILLINOIS STATE BOARD OF INVESTMENT
 	 
	 	 	 
	 	by  	McDonnell Investment Management LLC, as
 Investment Manager
 	 
	 
	 	by  	      /s/  Kathleen A. Zarn
 	 
	 	 	Name:  	Kathleen A. Zarn 	 
	 	 	Title:  	Vice President 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	McDonnell Bank Loan Select Master Fund, a Class of the McDonnell Bank Loan Select Series Trust I
 	 
	 	 	 
	 	by  	McDonnell Investment Management LLC, as Investment Manager
 	 
	 
	 	by  	      /s/  Kathleen A. Zarn
 	 
	 	 	Name:  	Kathleen A. Zarn 	 
	 	 	Title:  	Vice President 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	Meridian Bank
 	 
	 
	 	by  	      /s/  James D. Nelsen
 	 
	 	 	Name:  	James D. Nelsen 	 
	 	 	Title:  	SVP & CO 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 
	Name of Lender: 	 Morgan Stanley Senior Funding, Inc.
 	 
	 
	 	by  	      /s/  Adam Savarese
 	 
	 	 	Name:  	Adam Savarese 	 
	 	 	Title:  	Authorized
Signatory 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 
	Name of Lender: 	 LightPoint CLO IV, Ltd.
 	 
	 	 	 
	 	by  	Neuberger Berman Fixed Income LLC as collateral manager
 	 
	 
	 	by  	      /s/  Colin Donlan
 	 
	 	 	Name:  	Colin Donlan 	 
	 	 	Title:  	Authorized
Signatory 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 
	Name of Lender: 	 LightPoint CLO V, Ltd.
 	 
	 	 	 
	 	by  	Neuberger Berman Fixed Income LLC as collateral manager
 	 
	 
	 	by  	      /s/  Colin Donlan
 	 
	 	 	Name:  	Colin Donlan 	 
	 	 	Title:  	Authorized
Signatory 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 LightPoint CLO VII, Ltd.
 	 
	 	 	 
	 	by  	Neuberger Berman Fixed Income LLC as collateral manager
 	 
	 
	 	by  	      /s/  Colin Donlan
 	 
	 	 	Name:  	Colin Donlan 	 
	 	 	Title:  	Authorized
Signatory 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 
	Name of Lender: 	 LightPoint CLO VIII, Ltd.
 	 
	 	 	 
	 	by  	Neuberger Berman Fixed Income LLC as collateral manager
 	 
	 
	 	by  	      /s/  Colin Donlan
 	 
	 	 	Name:  	Colin Donlan 	 
	 	 	Title:  	Authorized
Signatory 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 
	Name of Lender: 	 LightPoint Pan-European CLO 2006 Plc.
 	 
	 
	 	by  	Neuberger Berman Fixed Income LLC as collateral manager
 	 
	 
	 	by  	      /s/  Colin Donlan
 	 
	 	 	Name:  	Colin Donlan 	 
	 	 	Title:  	Authorized
Signatory 	 



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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	 LightPoint Pan-European CLO 2007-1 Plc.
 	 
	 	 	 
	 	by  	 Neuberger Berman Fixed Income LLC as collateral manager
 	 
	 	 	 
	 	by  	      /s/  Colin Donlan
 	 
	 	 	Name:  	Colin Donlan 	 
	 	 	Title:  	Authorized
Signatory 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	 Marquette US/European CLO, Plc.
 	 
	 	 	 
	 	by  	Neuberger Berman Fixed Income LLC as collateral manager
 	 
	 	 	 
	 	by  	      /s/  Colin Donlan
 	 
	 	 	Name:  	Colin Donlan 	 
	 	 	Title:  	Authorized
Signatory 	 



352









 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	 New York Life Insurance Company
 	 
	 	 	 
	 	 	 
	 	by  	      /s/  Peter Ra
 	 
	 	 	Name:  	Peter Ra 	 
	 	 	Title:  	Vice
President 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Name of Lender: 	 New York Life Insurance and Annuity Corporation
 	 
	 	 	 
	 	 	 
	 	By:  	                                 New York Life Investment Management LLC, its Investment Manager
 	 
	 	 	 
	 	by  	      /s/  Peter Ra
 	 
	 	 	Name:  	Peter Ra 	 
	 	 	Title:  	Vice
President 	 
	 



	 	 	 	 	 
	Name of Lender: 	 NYLIM Flatiron CLO 2006-1 Ltd.
 	 
	 	 	 
	 	 	 
	 	By:  	                                 New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact
 	 
	 	 	 
	 	by  	      /s/  Peter Ra
 	 
	 	 	Name:  	Peter Ra 	 
	 	 	Title:  	Vice
President 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	Flatiron CLO 2007-1 Ltd.

 	 
	 	By:  	New York Life Investment Management LLC,
 as Collateral Manager and Attorney-In-Fact
 	 
	 	 	 
	 	by  	      /s/  Peter Ra
 	 
	 	 	Name:  	Peter Ra 	 
	 	 	Title:  	Vice
President 	 
	 



	 	 	 	 	 
	Name of Lender: 	 Silverado CLO 2006-II Limited
 	 
	 	 	 
	 	 	 
	 	By:  	                                 New York Life Investment Management LLC, as Portfolio Manager and Attorney-in-Fact
 	 
	 	 	 
	 	by  	      /s/  Peter Ra
 	 
	 	 	Name:  	Peter Ra 	 
	 	 	Title:  	Vice
President 	 
	 



	 	 	 	 	 
	Name of Lender: 	 MainStay VP Floating Rate Portfolio, a series of MainStay VP Funds Trust
 	 
	 	 	 
	 	 	 
	 	By:  	                                 New York Life Investment Management LLC, its Investment Manager
 	 
	 	 	 
	 	by  	      /s/  Peter Ra
 	 
	 	 	Name:  	Peter Ra 	 
	 	 	Title:  	Vice
President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	 MainStay Floating Bate Fund, a series of MainStay Funds Trust
 	 
	 	 	 
	 	 	 
	 	By:  	                                 New York Life Investment Management LLC, its Investment Manager
 	 
	 	 	 
	 	by  	      /s/  Peter Ra
 	 
	 	 	Name:  	Peter Ra 	 
	 	 	Title:  	Vice
President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	 Nexum Nordic Loan Fund II
 	 
	 	 	 
	 	 	 
	 	by  	      /s/  Stefan Wigstrand
 	 
	 	 	Name:  	Stefan Wigstrand 	 
	 	 	Title:  	Director 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Clydesdale CLO 2007, Ltd.
 	 
	 	 	 
	 	by  	NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER
 	 
	 	 	 
	 	by  	      /s/  Robert Hoffman
 	 
	 	 	Name:  	Robert Hoffman 	 
	 	 	Title:  	Executive
Director 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Clydesdale CLO 2006, Ltd.
 	 
	 	 	 
	 	by  	 NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER
 	 
	 	 	 
	 	by  	      /s/  Robert Hoffman
 	 
	 	 	Name:  	Robert Hoffman 	 
	 	 	Title:  	Executive
Director 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Clydesdale CLO 2005, Ltd.
 	 
	 	 	 
	 	by  	NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER
 	 
	 	 	 
	 	by  	      /s/  Robert Hoffman
 	 
	 	 	Name:  	Robert Hoffman 	 
	 	 	Title:  	Executive
Director 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	Oak Hill Credit Opportunities Financing, Ltd.
 	 
	 	 	 
	 	by  	
 	 
	 	 	 
	 	by  	      /s/  Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized
Signatory 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Oak Hill Credit Partners IV, Limited
 	 
	 	 	 
	 	by  	Oak Hill CLO Management IV, LLC, as Investment Manager
 	 
	 	 	 
	 	by  	      /s/  Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized
Person 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	Oak Hill Credit Partners V, Limited
 	 
	 	by  	Oak Hill Advisors, L.P., as Portfolio Manager	 
	 	 	 
	 	by  	      /s/  Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized
Person 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Oak Hill European Credit Partners I plc
 	 
	 	 	 
	 	by Oak Hill Advisors (Europe), LLP, as Portfolio Manager
 	 
	 	 	 
	 	 	 
	 	by  	      /s/  Richard P. Munn
 	 
	 	 	Name:  	Richard P. Munn 	 
	 	 	Title:  	Authorized
Signatory 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.






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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED



	 	 	 	 	 
	Name of Lender: 	 Oak Hill European Credit Partners II plc
 	 
	 	 	 
	 	by Oak Hill Advisors (Europe), LLP, as Portfolio Manager
 	 
	 	 	 
	 	 	 
	 	by  	      /s/  Richard P. Munn
 	 
	 	 	Name:  	Richard P. Munn 	 
	 	 	Title:  	Authorized
Signatory 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	Oaktree Loan Fund, L.P.

 	 
	 	by  	Oaktree Loan Fund GP, L.P. Its: General Partner	 
	 
	 	by: Oaktree Fund GP II, L.P. Its: General Partner
 	 
	 	 	 
	 	by  	      /s/  Robert Perelson
 	 
	 	 	Name:  	Robert Perelson 	 
	 	 	Title:  	Authorized
Signatory 	 
	 
	 	by1 	       Desmund Shirazi
 	 
	 	 	Name:  	Desmund Shirazi 	 
	 	 	Title:  	Authorized Signatory 	 
	 





 




			
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signature.




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SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Oaktree Senior Loan Fund, L. P.



by Oaktree Senior Loan Fund GP, L.P. Its: General Partner
 	 
	 	 	 
	 	By:  	                                 Oaktree Fund GP II, L.P. Its: General Partner
 	 
	 	 	 
	 	by  	      /s/  Robert Perelson
 	 
	 	 	Name:  	Robert Perelson 	 
	 	 	Title:  	Authorized
Signatory 	 
	 
	 	by1 	       Desmund Shirazi
 	 
	 	 	Name:  	Desmund Shirazi 	 
	 	 	Title:  	Authorized
Signatory 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 OCEAN TRAILS CLO I
 	 
	 	 	 
	 	by  	West Gate Horizons Advisors LLC, as Investment Manager
 	 
	 	 	 
	 	by  	      /s/  Robert Cohen
 	 
	 	 	Name:  	Robert Cohen 	 
	 	 	Title:  	Senior Credit Analyst 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 OCEAN TRAILS CLO II
 	 
	 	 	 
	 	by  	West Gate Horizons Advisors LLC, as Investment Manager
 	 
	 	 	 
	 	by  	      /s/  Robert Cohen
 	 
	 	 	Name:  	Robert Cohen 	 
	 	 	Title:  	Senior Credit
Analyst 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	OHA Intrepid Leveraged Loan Fund, Ltd.

 	 
	 	by  	Oak Hill Advisors, L.P., as its Portfolio Manager	 
	 	 	 
	 	by  	      /s/  Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized
Person 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	OHA Park Avenue CLO I, Ltd.
 	 
	 	by  	Oak Hill Advisors, L.P., as Investment Manager
	 
	 	 	 
	 	by  	      /s/  Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized
Person 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Oppenheimer Master Loan Fund, LLC
 	 
	 	 	 
	 	 	 
	 	by  	      /s/  Jason Reuter
 	 
	 	 	Name:  	Jason Reuter 	 
	 	 	Title:  	Assistant Vice
President 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Oppenheimer Senior Floating Rate Fund
 	 
	 	 	 
	 	 	 
	 	by  	      /s/  Jason Reuter
 	 
	 	 	Name:  	Jason Reuter 	 
	 	 	Title:  	Assistant Vice
President 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	Oregon Public Employees Retirement Fund

 	 
	 	by  	Oak Hill Advisors, L.P., as Investment Manager	 
	 	 	 
	 	by  	      /s/  Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized
Person 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 PACIFIC LIFE FUNDS — PL FLOATING RATE INCOME FUND
 	 
	 	 	 
	 	 	 
	 	By:  	                                 Pacific Life Fund Advisors LLC (doing business as 
Pacific Asset Management), in its capacity 
as Investment Advisor (ZY)
 	 
	 	 	 
	 	by  	      /s/  James P. Leasure
 	 
	 	 	Name:  	James P. Leasure 	 
	 	 	Title:  	Senior Managing
Director 	 
	 
	 	by1 	       /s/  Joseph J. Tortorelli
 	 
	 	 	Name:  	Joseph J. Tortorelli 	 
	 	 	Title:  	Assistant                 Secretary 	 
	 





 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 PACIFIC LIFE INSURANCE COMPANY
 	 
	 	 	 
	 	 	 
	 	by  	      /s/  James P. Leasure
 	 
	 	 	Name:  	James P. Leasure 	 
	 	 	Title:  	Senior Managing
Director 	 
	 
	 	by1 	                    /s/  Joseph J. Tortorelli
 	 
	 	 	Name:  	Joseph J. Tortorelli 	 
	 	 	Title:  	Assistant
Secretary 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Tetragon Financial Group Master Fund Limited
 	 
	 	 	 
	 	 	 
	 	By:  	                                 Tetragon Financial Management LP, its investment manager
 	 
	 	 	 
	 	by  	      /s/  Reade Griffith
 	 
	 	 	Name:  	Reade Griffith 	 
	 	 	Title:  	Principal 	 
	 
	 	by†  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 PPM GRAYHAWK, CLO, LTD.
 	 
	 	 	 
	 	 	 
	 	by  	      /s/  Chris Kappas
 	 
	 	 	Name:  	Chris Kappas 	 
	 	 	Title:  	Managing
Director 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	 	JNL/PPM America Floating Rate Income Fund, a. series of the JNL Series Trust
 	 
	 	 	 
	 	 	 
	 	By:  	                                 PPM America, Inc., as sub-adviser
 	 
	 	 	 
	 	by  	      /s/  Chris Kappas
 	 
	 	 	Name:  	Chris Kappas 	 
	 	 	Title:  	Managing
Director 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	ROSEDALE CLO LTD.

 	 
	 	By:  	Princeton Advisory Group, Inc.
 the Collateral Manager
 	 
	 	 	 
	 	by  	      /s/  Ashish Sood
 	 
	 	 	Name:  	Ashish Sood 	 
	 	 	Title:  	Analyst 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Princeton Stable Income Fund, Ltd.
 	 
	 	 	 
	 	By:  	                                 Princeton Advisory Group, Inc. the Investment Manager
 	 
	 	 	 
	 	by  	      /s/  Ashish Sood
 	 
	 	 	Name:  	Ashish Sood 	 
	 	 	Title:  	Analyst 	 
	 
	 	by1 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	Name of Lender: 	 Dryden XV — EURO CLO 2006 p.l.c.
 	 
	 	 	 
	 	 	 
	 	By:  	                                 Pramerica Investment Management (a trading name of Prudential Investment Management, Inc.), as Collateral Manager
 	 
	 	 	 
	 	By:  	                                 Pramerica Investment Management Limited, as Sub Advisor
 	 
	 	 	 
	 	by  	      /s/  Tarun Buxani
 	 
	 	 	Name:  	Tarun Buxani 	 
	 	 	Title:  	Vice
President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	 Dryden X — EURO CLO 2005 p.l.c.
 	 
	 	 	 
	 	 	 
	 	By:  	                                 Pramerica Investment Management (a trading name of Prudential Investment Management, Inc.), as Collateral Manager
 	 
	 	 	 
	 	By:  	                                 Pramerica Investment Management Limited, as Sub Advisor
 	 
	 	 	 
	 	by  	      /s/  Tarun Buxani
 	 
	 	 	Name:  	Tarun Buxani 	 
	 	 	Title:  	Vice
President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	 Dryden XIV — EURO CLO 2006 p.l.c.
 	 
	 	 	 
	 	 	 
	 	By:  	                                 Pramerica Investment Management (a trading name of Prudential Investment Management, Inc.), as Collateral Manager
 	 
	 	 	 
	 	By:  	                                 Pramerica Investment Management Limited, as Sub Advisor
 	 
	 	 	 
	 	by  	      /s/  Tarun Buxani
 	 
	 	 	Name:  	Tarun Buxani 	 
	 	 	Title:  	Vice
President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	 Prudential Investment Portfolios, Inc. 14 -Prudential Floating Rate Income Fund
 	 
	 	 	 
	 	 	 
	 	By:  	                                 Prudential Investment Management, Inc. 
As Investment Advisor
 	 
	 	 	 
	 	by  	      /s/  Brian Juliano
 	 
	 	 	Name:  	Brian Juliano 	 
	 	 	Title:  	Vice
President 	 



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ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	Virginia College Savings Plan

 	 
	 	By:  	Prudential Investment Management, Inc. 
As Investment Advisor
 	 
	 	 	 
	 	by  	      /s/  Brian Juliano
 	 
	 	 	Name:  	Brian Juliano 	 
	 	 	Title:  	Vice
President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	 Prudential Bank Loan Fund of the Prudential Trust Company Collective Trust
 	 
	 	 	 
	 	 	 
	 	By:  	                                 Prudential Investment Management, Inc. 
As Investment Advisor
 	 
	 	 	 
	 	by  	      /s/  Brian Juliano
 	 
	 	 	Name:  	Brian Juliano 	 
	 	 	Title:  	Vice
President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	Gateway CLO Limited

 	 
	 	By:  	Prudential Investment Management, Inc., 
as Collateral Manager
 	 
	 	 	 
	 	by  	      /s/  Brian Juliano
 	 
	 	 	Name:  	Brian Juliano 	 
	 	 	Title:  	Vice
President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	Dryden XXI Leveraged Loan CDO LLC

 	 
	 	By:  	Prudential Investment Management, Inc. 
as Collateral Manager
 	 
	 	 	 
	 	by  	      /s/  Brian Juliano
 	 
	 	 	Name:  	Brian Juliano 	 
	 	 	Title:  	Vice
President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	Dryden XVIII Leveraged Loan 2007 Ltd.

 	 
	 	By:  	Prudential Investment Management, Inc. 
as Collateral Manager
 	 
	 	 	 
	 	by  	      /s/  Brian Juliano
 	 
	 	 	Name:  	Brian Juliano 	 
	 	 	Title:  	Vice
President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	Dryden XVI — Leveraged Loan CDO 2006

 	 
	 	By:  	Prudential Investment Management, Inc. 
as Collateral Manager
 	 
	 	 	 
	 	by  	      /s/  Brian Juliano
 	 
	 	 	Name:  	Brian Juliano 	 
	 	 	Title:  	Vice
President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	 Gateway II Euro CLO B.V.
 	 
	 	 	 
	 	By:  	                                 Pramerica Investment Management (a trading name of Prudential Investment Management, Inc.), as Collateral Manager
 	 
	 	 	 
	 	by  	      /s/  Joseph Lemanowicz
 	 
	 	 	Name:  	Joseph Lemanowicz 	 
	 	 	Title:  	Vice President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	Dryden XI — Leveraged Loan CDO 2006

 	 
	 	By:  	Prudential Investment Management, Inc., as Collateral Manager
 	 
	 	 	 
	 	by  	      /s/  Brian Juliano
 	 
	 	 	Name:  	Brian Juliano 	 
	 	 	Title:  	Vice
President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	ING Life Insurance and Annuity Company

 	 
	 	By:  	Prudential Investment Management, Inc. 
As Investment Advisor
 	 
	 	 	 
	 	by  	      /s/  Brian Juliano
 	 
	 	 	Name:  	Brian Juliano 	 
	 	 	Title:  	Vice
President 	 



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ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	 Putnam Floating Rate Income Fund
 	 
	 	 	 
	 	by  	      See next page
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	 	PUTNAM FLOATING RATE INCOME FUND
 	 
	 	 	 
	 	 	 
	 	                                        /s/  Beth Mazor
 	 
	 	By:  Beth Mazor 	 
	 	Title:  	V.P. 	 



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ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	Name of Lender: 	 Putnam Absolute Return 500 Fund
 	 
	 	 	 
	 	 	 
	 	by  	       See next page
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






PUTNAM FUNDS TRUST,

on behalf of its series, PUTNAM ABSOLUTE RETURN 500 FUND

by Putnam Investment Management, LLC




	 	 	 	 	 
	 	 
	/s/  Suzanne Deshaies
 	 
	Name:  	Suzanne Deshaies 	 
	Title:  	VP 	 
	 




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ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED



	 	 	 	 	 
	Name of Lender: 	 Putnam Absolute Return 300 Fund

 	 
	 
	 	by  	             See next page
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






PUTNAM ABSOLUTE RETURN 300 FUND

by Putnam Investment Management, LLC




	 	 	 	 	 
	 	 
	/s/  Kevin Parnell
 	 
	Name:  	Kevin Parnell 	 
	Title:  	Manager 	 
	 




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED



	 	 	 	 	 
	Name of Lender: 	 Putnam Absolute Return 700 Fund

 	 
	 
	 	by  	           See next page
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED






PUTNAM FUNDS TRUST,

on behalf of its series, PUTNAM ABSOLUTE RETURN 700 FUND

by Putnam Investment Management, LLC




	 	 	 	 	 
	 	 
	                       /s/  Suzanne Deshaies
 	 
	Name:  	Suzanne Deshaies 	 
	Title:  	VP 	 
	 




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ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 1776 CLO I, LTD

 	 
	 	by  	/s/ Ron Polye
 	 
	 	 	Name:  	Ron Polye 	 
	 	 	Title:  	 	 
	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




Name of Lender:




BAKER STREET FUNDING CLO 2005-1 LTD.

By: Seix Investment Advisors LLC, as Collateral Manager




BAKER STREET CLO II LTD.

By: Seix Investment Advisors LLC, as Collateral Manager




MOUNTAIN VIEW FUNDING CLO 2006-I, LTD.

By: Seix Investment Advisors LLC, as Collateral Manager




MOUNTAIN VIEW CLO II LTD.

By: Seix Investment Advisors LLC, as Collateral Manager




MOUNTAIN VIEW CLO III LTD.

By: Seix Investment Advisors LLC, as Collateral Manager




RIDGEWORTH FUNDS — SEIX FLOATING RATE HIGH INCOME FUND

By: Seix Investment Advisors LLC, as Sub-Adviser




ROCHDALE FIXED INCOME OPPORTUNITIES PORTFOLIO

By: Seix Investment Advisors LLC, as Sub-Adviser




	 	 	 	 	 
	 	 	 
	 	by  	

/s/ George Goudelias
 	 
	 	 	Name:  	George Goudelias 	 
	 	 	Title:  	Managing Director 	 
	 
	 	by1 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Cent CDO XI Limited

 	 
	 	By:  	Columbia Management Investment
 	 
	 	 	Advisers, LLC, As Collateral Manager 	 



	 	 	 	 	 
	 	 	 
	 	by  	

/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 
	 	 	 
	 	by1	                    N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Cent CDO 12 Limited

 	 
	 	By:  	Columbia Management Investment
 	 
	 	 	Advisers, LLC, As Collateral Manager 	 
	 	 	 	 
	 	by  	
/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 	 	 
	 	by1	    N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Cent CDO 14 Limited

 	 
	 	By:  	Columbia Management Investment
 	 
	 	 	Advisers, LLC, As Collateral Manager 	 
	 	 	 	 
	 	by  	
/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 
	 	 	 
	 	by1  	      N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Cent CDO 15 Limited

 	 
	 	By:  	Columbia Management Investment
 	 
	 	 	Advisers, LLC, As Collateral Manager 	 
	 	 	 	 
	 	by  	

/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 
	 	 	 
	 	by1               	 N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Cent CDO 9 Limited

 	 
	 	By:  	Columbia Management Investment
 	 
	 	 	Advisers, LLC, As Collateral Manager 	 
	 	 	 	 
	 	by  	
/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 
	 	 	 
	 	by1           	         N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Columbia Institutional Leveraged

Loan Fund II, L.P.

 	 
	 	By:  	Columbia Management
 	 
	 	 	Investment Advisers, LLC	 
	 	 	As Investment Manager 



	 
	 	by  	       /s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	 	 
	 	by1               	    N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Columbia Strategic Income Fund

 	 
	 	by  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1	                     N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




410









 










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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Columbia Strategic Income Fund

Variable Series

 	 
	 	by  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1              	         N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




411









 










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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 RiverSource Bond Series, Inc. -

Columbia Floating Rate Fund

 	 
	 	by  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	by1	                       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 RiverSource Life Insurance Company

 	 
	 	by  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	by1                	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




413









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 RMF EURO CDO V PLC

 	 
	 	by  	/s/ Andrew Patel
 	 
	 	 	Name:  	Andrew Patel 	 
	 	 	Title:  	Authorised Signatory 	 
	 	 	 
	 	by1 	     /s/ Cornelis van den Ouweland 
 	 
	 	 	Name:  	Cornelis van den Ouweland 	 
	 	 	Title:  	Authorised Signatory 	 





 




			
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signature.




414









 










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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 RMF EURO CDO IV PLC

 	 
	 	by  	/s/ Andrew Patel
 	 
	 	 	Name:  	Andrew Patel 	 
	 	 	Title:  	Authorised Signatory 	 
	 	 	 
	 	by1  	      /s/ Cornelis van den Ouweland
 	 
	 	 	Name:  	Cornelis van den Ouweland 	 
	 	 	Title:  	Authorised Signatory 	 
	 





 




			
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signature.




415









 










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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 CLAVOS EURO CDO LIMITED

 	 
	 	by  	/s/ Andrew Patel
 	 
	 	 	Name:  	Andrew Patel 	 
	 	 	Title:  	Authorised Signatory 	 
	 	 	 
	 	by1  	     /s/ Cornelis van den Ouweland
 	 
	 	 	Name:  	Cornelis van den Ouweland 	 
	 	 	Title:  	Authorised Signatory 	 
	 





 




			
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signature.




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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 ROSEDALE CLO II LTD.

by: JMP Credit Advisors LLC

As Collateral Manager

 	 
	 	By  	/s/ Renee Lefebvre
 	 
	 	 	Name:  	Renee Lefebvre 	 
	 	 	Title:  	Managing Director 	 



417









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	        BSA Commingled Endowment Fund, LP

 	 
	 	By:  	Shenkman Capital Management, Inc., as
 	 
	 	 	Investment Manager 	 
	 	 	 	 
	 	By:  	      /s/ Richard H. Weinstein
 	 
	 	 	Name:  	Richard H. Weinstein 	 
	 	 	Title:  	Chief Operating Officer 	 



418









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	        Credos Floating Rate Fund, L.P.

 	 
	 	By:  	Shenkman Capital Management, Inc.,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	By:  	      /s/ Richard H. Weinstein
 	 
	 	 	Name:  	Richard H. Weinstein 	 
	 	 	Title:  	Chief Operating Officer 	 



419









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	        Gale Invest SPC Ltd.

 	 
	 	By:  	Shenkman Capital Management, Inc., as
 	 
	 	 	Investment Manager 	 
	 	 	 	 
	 	By:  	      /s/ Richard H. Weinstein
 	 
	 	 	Name:  	Richard H. Weinstein 	 
	 	 	Title:  	Chief Operating Officer 	 



420









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	        Harbor High Yield Bond Fund

 	 
	 	By:  	Shenkman Capital Management, Inc., as
 	 
	 	 	Sub Advisor 	 
	 	 	 
	 	By:  	      /s/ Richard H. Weinstein
 	 
	 	 	Name:  	Richard H. Weinstein 	 
	 	 	Title:  	Chief Operating Officer 	 



421









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	        Permal SCM Leveraged Loan Fund Ltd.

 	 
	 	By:  	Shenkman Capital Management, Inc., as
 	 
	 	 	Investment Manager 	 
	 	 	 
	 	By:  	      /s/ Richard H. Weinstein
 	 
	 	 	Name:  	Richard H. Weinstein 	 
	 	 	Title:  	Chief Operating Officer 	 



422









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	        Primus High Yield Bond Fund, L.P.

 	 
	 	By:  	Shenkman Capital Management, Inc., as
 	 
	 	 	Investment Manager 	 
	 	 	 
	 	By:  	      /s/ Richard H. Weinstein
 	 
	 	 	Name:  	Richard H. Weinstein 	 
	 	 	Title:  	Chief Operating Officer 	 



423









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	         State of Connecticut Retirement Plans and

        Trust Funds

 	 
	 	By:  	Shenkman Capital Management, Inc., as
 	 
	 	 	Investment Manager 	 
	 	 	 
	 	By:  	      /s/ Richard H. Weinstein
 	 
	 	 	Name:  	Richard H. Weinstein 	 
	 	 	Title:  	Chief Operating Officer 	 



424









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	        Tavitian Foundation, Inc.

 	 
	 	By:  	Shenkman Capital Management, Inc., as
 	 
	 	 	Investment Manager 	 
	 	 	 
	 	By:  	
/s/ Richard H. Weinstein
 	 
	 	 	Name:  	Richard H. Weinstein 	 
	 	 	Title:  	Chief Operating Officer 	 



425









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	        Texas PrePaid Higher Education Tuition Board

 	 
	 	By:  	Shenkman Capital Management, Inc., as
 	 
	 	 	Investment Advisor 	 
	 	 	 
	 	By:  	      /s/ Richard H. Weinstein
 	 
	 	 	Name:  	Richard H. Weinstein 	 
	 	 	Title:  	Chief Operating Officer 	 



426









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	 	Teachers’ Retirement System of Louisiana

(Shenkman - BANK LOAN ACCOUNT)

 	 
	 	By:  	Shenkman Capital Management, Inc., as
 	 
	 	 	Investment Manager 	 
	 	 	 
	 	By:  	      /s/ Richard H. Weinstein
 	 
	 	 	Name:  	Richard H. Weinstein 	 
	 	 	Title:  	Chief Operating Officer 	 



427









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	        TrustMARK Insurance Company

 	 
	 	By:  	Shenkman Capital Management, Inc., as
 	 
	 	 	Investment Advisor 	 
	 	 	 
	 	By:  	      /s/ Richard H. Weinstein
 	 
	 	 	Name:  	Richard H. Weinstein 	 
	 	 	Title:  	Chief Operating Officer 	 



428









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	        WM Pool - Fixed Interest Trust No. 7

 	 
	 	By:  	Shenkman Capital Management, Inc., as
 	 
	 	 	Investment Manager 	 
	 	 	 
	 	By:  	      /s/ Richard H. Weinstein
 	 
	 	 	Name:  	Richard H. Weinstein 	 
	 	 	Title:  	Chief Operating Officer 	 



429









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Cole Brook CBNA Loan Funding LLC

 	 
	 	By  	/s/ Malia Baynes
 	 
	 	 	Name:  	Malia Baynes 	 
	 	 	Title:  	ATTORNEY-IN-FACT 	 



430









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Sumitomo Mitsui Banking Corporation

 	 
	 	By  	/s/ Rajeev Kannan
 	 
	 	 	Name:  	Rajeev Kannan 	 
	 	 	Title:  	General Manager

Structured Finance Asis Pacific 	 



431









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 SOMERSET SPECIAL OPPORTUNITIES MASTER FUND, L.P.

 	 
	 	By:  	Babson Capital Management LLC as
 	 
	 	 	Investment Manager 	 
	 	 	 
	 	 	                /s/ Mike Freno
 	 
	 	 	Name: Mike Freno 	 
	 	 	Title: Managing Director 	 



432









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 JHF II-Multi Sector Bond Fund

 	 
	 	By  	/s/ Beth Semmel
 	 
	 	 	Name:  	Beth Semmel 	 
	 	 	Title:  	Portfolio Manager 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




433









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Libra Global Limited

 	 
	 	By  	/s/ Beth Semmel
 	 
	 	 	Name:  	Beth Semmel 	 
	 	 	Title:  	Portfolio Manager 	 
	 
	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




434









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 Stone Harbor Global Funds Plc — Stone

Harbor Leveraged Loan Portfolio

 	 
	 	By  	/s/ Beth Semmel
 	 
	 	 	Name:  	Beth Semmel 	 
	 	 	Title:  	Portfolio Manager 	 
	 
	 	 	 
	 	by1  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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signature.




435









 











SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	Name of Lender: 	 San Joaquin County Employees’ Retirement
Association

 
	 	By  	/s/ Beth Semmel
 	 
	 	 	Name:  	Beth Semmel 	 
	 	 	Title:  	Portfolio Manager 	 
	 
	 	 	 
	 	by1
     	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For those Lenders requiring a second
signature.




436









 










SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




This consent is made by the following Lender, acting through the
undersigned investment advisor:




Name of Lender: ACE American Insurance Company




By: T. Rowe Price Associates, Inc., as investment advisor




	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Brian Burns
 	 
	 	 	Name:  	Brian Burns 	 
	 	 	Title:  	Vice President 	 



437









 






	 	 	 	 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




This consent is made by the following Lender, acting through the
undersigned investment sub-advisor:




Name of Lender: John Hancock Variable Insurance Trust - Capital
Appreciation Value Trust




(formerly known as John Hancock Trust - Capital Appreciation Value
Trust)




By: T. Rowe Price Associates, Inc., as investment aub-advisor




	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Brian Burns
 	 
	 	 	Name:  	Brian Burns 	 
	 	 	Title:  	Vice President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




This consent is made by the following Lender, acting through the
undersigned investment sub-advisor:




Name of Lender: John Hancock Variable Insurance Trust - New Income
Trust




(formerly known as John Hancock Trust — New Income Trust or John Hancock
Trust — Spectrum Income Trust)




By: T. Rowe Price Associates, Inc., as investment sub-advisor




	 	 	 	 	 
	 	 	 
	 	by  	/s/ Brian Burns
 	 
	 	 	Name:  	Brian Burns 	 
	 	 	Title:  	Vice President 	 



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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




This consent is made by the following Lender, acting through the
undersigned investment advisor:




Name of Lender: T. Rowe Price Institutional Common Trust Fund - T.
Rowe Price Capital Appreciation Trust




	 	 	 	 	 
	 	 	 
	 	by  	/s/ Brian Burns
 	 
	 	 	Name:  	Brian Burns 	 
	 	 	Title:  	Vice President 	 
	 




440











 





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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




This consent is made by the following Lender, acting through the

undersigned investment advisor:




	 	 	 	 	 
	Name of Lender: 	 T. Rowe Price Capital Appreciation Fund

 	 
	 	by  	/s/ Brian Burns
 	 
	 	 	Name:  	Brian Burns 	 
	 	 	Title:  	Vice           President 	 




441









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED




This consent is made by the following Lender, acting through the

undersigned investment advisor:




	 	 	 	 	 
	Name of Lender: 	 ING Investors Trust- ING T.

Rowe Price Capital Appreciation Portfolio

 	 
	 	By:  	T. Rowe Price Associates, Inc., as investment advisor
 	 
	 
	 	by  	      /s/ Brian Burns
 	 
	 	 	Name:  	Brian Burns 	 
	 	 	Title:  	Vice President 	 



442









 









SIGNATURE PAGE TO



AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 



This consent is made by the following Lender, acting through the

undersigned investment advisor:




	 	 	 	 	 
	Name of Lender: 	 Penn Series Funds, Inc.

- Flexibly Managed Fund

 	 
	 	By:  	T. Rowe Price Associates, Inc., as investment advisor
 	 
	 
	 	by  	      /s/ Brian Burns
 	 
	 	 	Name:  	Brian Burns 	 
	 	 	Title:  	Vice
President 	 



443









 









SIGNATURE PAGE TO



AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 



This consent is made by the following Lender, acting through the

undersigned investment sub-advisor:




	 	 	 	 	 
	Name of Lender: 	 John Hancock II — Capital Appreciation Value Fund

 	 
	 	By:  	T. Rowe Price Associates, Inc., 

as investment sub-advisor
 	 
	 
	 	by  	      /s/ Brian Burns
 	 
	 	 	Name:  	Brian Burns 	 



444









 









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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED







	 	 	 	 	 
	Name of Lender: 	 Founders Grove CLO, Ltd.

 	 
	 	By:  	Tall Tree Investment Management, LLC 

as Collateral Manager
 	 
	 	 	 	 	 
	 	by  	      /s/ Douglas L. Winchell
 	 
	 	 	Name:  	Douglas L. Winchell 	 
	 	 	Title:  	Officer 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
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445









 

















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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 Founders Grove CLO, Ltd.

 	 
	 	By:  	Tall Tree Investment Management, LLC as Collateral Manager
 	 
	 
	 	By  	      /s/ Douglas L. Winchell
 	 
	 	 	Name:  	Douglas L. Winchell 	 
	 	 	Title:  	Officer 	 



	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
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446









 

















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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 Muir Grove CLO, Ltd.

 	 
	 	By:  	Tall Tree Investment Management, LLC as Collateral Manager
 	 
	 	 	 	 	 
	 	By  	      /s/ Douglas L. Winchell
 	 
	 	 	Name:  	Douglas L. Winchell 	 
	 	 	Title:  	Officer 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
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447









 

















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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 Teton Funding, LLC

 	 
	 	By  	/s/ Douglas Weltz
 	 
	 	 	Name:  	Douglas Weltz 	 
	 	 	Title:  	Vice President 	 



448









 









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AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED







	 	 	 	 	 
	Name of Lender: 	 The Public Education Employees Retirement System of Missouri

 	 
	 	By  	Oaktree Capital Management, L.P. Its: Investment Manager
 	 
	 	 	 	 	 
	 	By  	      /s/ Robert Perelson
 	 
	 	 	Name:  	Robert Perelson 	 
	 	 	Title:  	Managing Director 	 
	 	 	 	 	 
	 	by1  	                         /s/ Desmund Shirazi
 	 
	 	 	Name:  	Desmund Shirazi 	 
	 	 	Title:  	Managing Director 	 





 




			
	1	 	For those Lenders requiring a second signature.




449









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 The Public School Retirement System of Missouri

 	 
	 	By  	Oaktree Capital Management, L.P. Its: Investment Manager
 	 
	 	 	 	 	 
	 	By  	      /s/ Robert Perelson
 	 
	 	 	Name:  	Robert Perelson 	 
	 	 	Title:  	Managing Director 	 
	 	 	 	 	 
	 	by1  	                          /s/ Desmund Shirazi
 	 
	 	 	Name:  	Desmund Shirazi 	 
	 	 	Title:  	Managing Director 	 





 




			
	1	 	For those Lenders requiring a second
signature.




450









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 Trimaran CLO V Ltd

 	 
	 	By  	Trimaran Advisors, L.L.C.
 	 
	 	 	 	 	 
	 	By  	      /s/ Dominick J. Mazzitelli
 	 
	 	 	Name:  	Dominick J. Mazzitelli 	 
	 	 	Title:  	Managing Director 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




451









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 Trimaran CLO VI Ltd

 	 
	 	By  	Trimaran Advisors, L.L.C.
 	 
	 
	 	By  	      /s/ Dominick J. Mazzitelli
 	 
	 	 	Name:  	Dominick J. Mazzitelli 	 
	 	 	Title:  	Managing Director 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




452









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 Trimaran CLO VII Ltd

 	 
	 	By  	Trimaran Advisors, L.L.C.
 	 
	 	 	 	 	 
	 	By  	      /s/ Dominick J. Mazzitelli
 	 
	 	 	Name:  	Dominick J. Mazzitelli 	 
	 	 	Title:  	Managing Director 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




453









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 UBS AG, STAMFORD BRANCH

 	 
	 	By  	/s/ Stephen Scanapieco
 	 
	 	 	Name:  	Stephen Scanapieco 	 
	 	 	Title:  	Associate Director


Banking Products Services, US 	 
	 	 	 	 	 
	 	by1  	       /s/ Darlene Arias
 	 
	 	 	Name:  	Darlene Arias 	 
	 	 	Title:  	Director

Banking Products Services, US 	 





 




			
	1	 	For those Lenders requiring a second
signature.




454









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 Virtus Senior Floating Rate Fund

 	 
	 	By  	/s/ Daniel
 	 
	 	 	Name:  	(illegible) 	 
	 	 	Title:  	 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




455









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 VVIT: Virtus Strategic
Allocation Series

 	 
	 	By  	/s/ Daniel
 	 
	 	 	Name:  	(illegible) 	 
	 	 	Title:  	 	 
	 	 	 	 	 
	 	By1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




456









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 Virtus Multi-Sector Short Term
Bond Fund

 	 
	 	By  	/s/ Daniel
 	 
	 	 	Name:  	(illegible) 	 
	 	 	Title:  	 	 
	 	 	 	 	 
	 	By1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




457









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	 	Each of the persons listed on Annex A, Severally but not
jointly, as a Lender


 	 
	 	By:  	Wellington Management Company, LLP,
 as Investment Adviser
 	 
	 	 	 	 	 
	 	By:  	/s/ Steven M. Hoffman
 	 
	 	 	Steven M. Hoffman 	 
	 	 	Vice President and Counsel 	 








458









 











ANNEX A


Global Indemnity (Cayman) Limited


Stellar Performer Global Series W - Global Credit




SunAmerica Senior Floating Rate Fund, Inc.


U.A.I. (Luxembourg) Investment S.à.r.l.


UMC Benefit Board, Inc.




Wellington Trust Company, National Association Multiple Common Trust Funds Trust- Opportunistic

Fixed Income Allocation Portfolio




2









 













SIGNATURE PAGE TO





AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN





ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED





REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT





DATED AS OF FEBRUARY 9, 2011, AS AMENDED










	 	 	 	 	 
	 	






By  	Wells Fargo Advantage Short Term High Yield Bond
Fund,



WELLS CAPITAL MANAGEMENT

 	 
	 	 	/s/ GILBERT L. SOUTHWELL III
 	 
	 	 	Name:  	GILBERT L. SOUTHWELL III 	 
	 	 	Title:  	VICE PRESIDENT 	 



 









 









SIGNATURE PAGE TO



AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 



	 	 	 	 	 
	Name of Lender: 	 WELLS FARGO BANK, NATIONAL

ASSOCIATION

 	 
	 	By  	/s/ Jill Hamilton
 	 
	 	 	Name:  	Jill Hamilton 	 
	 	 	Title:  	Vice President 	 
	 
	 	By1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




461









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	



By  	 WG HORIZONS CLO I



West Gate Horizons Advisors LLC,

as Investment Manager

 	 
	 	 	/s/ Robert Cohen
 	 
	 	 	Name:  	Robert Cohen 	 
	 	 	Title:  	Senior Credit Analyst 	 
	 	 	 	 	 
	 	By1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




462









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 WhiteHorse III, Ltd.

 	 
	 	By  	WhiteHorse Capital Partners,
 	 
	 	 	L.P. As collateral manager 	 
	 	 	 	 	 
	 	By  	WhiteRock Asset Advisor, LLC, its G.P.
 	 
	 	 	 	 	 
	 	By  	      /s/ Jay Carvell
 	 
	 	 	Name:  	Jay Carvell 	 
	 	 	Title:  	Manager 	 
	 	 	 	 	 
	 	By1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




463









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 WhiteHorse IV, Ltd.

 	 
	 	By  	WhiteHorse Capital Partners, L.P. As collateral manager
 	 
	 	 	 	 	 
	 	By  	WhiteRock Asset Advisor, LLC, its G.P.
 	 
	 	 	 	 	 
	 	By  	      /s/ Jay Carvell
 	 
	 	 	Name:  	Jay Carvell 	 
	 	 	Title:  	Manager 	 
	 	 	 	 	 
	 	By1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




464









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 ALLSTATE LIFE INSURANCE COMPANY

 	 
	[SEAL]  	By  	/s/ Mark Cloghessy
 	 
	 	 	Name:  	Mark Cloghessy 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 	 	 
	 	By1  	                          /s/ Basil G. Chaltas, Jr.
 	 
	 	 	Name:  	Basil G. Chaltas, Jr. 	 
	 	 	Title:  	Authorized Signatory 	 





 




			
	1	 	For those Lenders requiring a second
signature.




465









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 AIMCO CLO, SERIES 2005-A

 	 
	[SEAL]  	By  	/s/ Mark Cloghessy
 	 
	 	 	Name:  	Mark Cloghessy 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	By1  	                                              /s/ Basil G. Chaltas, Jr.
 	 
	 	 	Name:  	Basil G. Chaltas, Jr. 	 
	 	 	Title:  	Authorized Signatory 	 





 




			
	1	 	For those Lenders requiring a second
signature.




466









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 AIMCO CLO, SERIES 2006-A

 	 
	[SEAL]  	By  	/s/ Mark Cloghessy
 	 
	 	 	Name:  	Mark Cloghessy 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	By1  	                          /s/ Basil G. Chaltas, Jr.
 	 
	 	 	Name:  	Basil G. Chaltas, Jr. 	 
	 	 	Title:  	Authorized Signatory 	 





 




			
	1	 	For those Lenders requiring a second
signature.




467









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 CIFC 2011-I 1 Loan Funding LLC

 	 
	 	By  	Citibank, N.A.
 	 
	 
	 	By  	/s/ Emil Chong
 	 
	 	 	Name:  	Emil Chong 	 
	 	 	Title:  	Director 	 



468









 









SIGNATURE PAGE TO



AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED







	 	 	 	 	 
	Name of Lender: 	 Halcyon Structured Asset
Management 
European CLO 2006-I B.V.


Halcyon Structured Asset Management European CLO

2007-I B.V.


Halcyon Structured Asset Management European CLO

2006-II B.V.

 	 
	 	By  	/s/ David Martino
 	 
	 	 	Name:  	David Martino 	 
	 	 	Title:  	Controller 	 
	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




469









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 BLUEMOUNTAIN CLO III, LTD.

 	 
	 	By  	BLUEMOUNTAINCAPITAL MANAGEMENT, LLC.
 	 
	 	 	Its Collateral Manager 	 
	 
	 	by1  	       /s/ Jack Chau
 	 
	 	 	Name:  	Jack Chau 	 
	 	 	Title:  	Associate 	 
	 
	 	by2  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.
	 
	2	 	For those Lenders requiring a second
signature.




470









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	 BLUEMOUNTAIN CLO II, LTD.

 	 
	 	By  	BLUEMOUNTAINCAPITAL MANAGEMENT, LLC.
 	 
	 	 	Its Collateral Manager 	 
	 
	 	by1  	/s/ Jack Chau
 	 
	 	 	Name:  	Jack Chau 	 
	 	 	Title:  	Associate 	 
	 
	 	by2  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.
	 
	2	 	For those Lenders requiring a second
signature.




471









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	

 	 
	 	By  	Western Asset Management Company acting as Investment Manager and Agent on behalf of Western Asset Floating Rate  Income Fund, LLC
 	 
	 
	 	 	                   /s/ Rachel J. de los Santos
 	 
	 	 	Name:  	Rachel J. de los Santos 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




472









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 


	 	 	 
	 	By  	 Western Asset Management Company

acting as Investment Manager and Agent

on behalf of Western Asset Absolute

Return Portfolio

 	 
	 	 	/s/ Rachel J. de los Santos
 	 
	 	 	Name:  	Rachel J. de los Santos 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




473









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	

 	 
	 	By  	Western Asset Management Company
 	 
	 	 	acting as Investment Manager and Agent 	 
	 	 	on behalf VRS Bank Loan Portfolio 	 
	 	 	 	 	 
	 	 	          /s/ Rachel J. de los Santos
 	 
	 	 	Name:  	Rachel J. de los Santos 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




474









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	

 	 
	 	By  	Western Asset Management Company
 	 
	 	 	acting as Investment Manager and Agent 	 
	 	 	on behalf of John Hancock Fund II
Floating Rate Income Fund 	 
	 	 	 	 	 
	 	 	                   /s/ Rachel J. de los Santos
 	 
	 	 	Name:  	Rachel J. de los Santos 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




475









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	

 	 
	 	By  	Western Asset Management Company
 	 
	 	 	acting as Investment Manager and Agent 	 
	 	 	on behalf of Mt. Wilson CLO, Ltd. 	 
	 	 	 	 	 
	 	 	                   /s/ Rachel J. de los Santos
 	 
	 	 	Name:  	Rachel J. de los Santos 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




476









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	Name of Lender: 	

 	 
	 	By  	Western Asset Management Company
 	 
	 	 	acting as Investment Manager and Agent on 	 
	 	 	behalf of Mt. Wilson CLO II, Ltd. 	 
	 	 	 	 	 
	 	 	                          /s/ Rachel J. de los Santos
 	 
	 	 	Name:  	Rachel J. de los Santos 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 	 	 
	 	by1  	       N/A
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




477









 

































SIGNATURE PAGE TO















AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN















ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED















REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT















DATED AS OF FEBRUARY 9, 2011, AS AMENDED






























	 	 	 	 	 
	 	Arizona State Retirement System

 	 
	 	By:  	Sankaty Advisors, LLC as Investment Manager
 	 
	 	 	 	 	 
	 	by  	      /s/ Andrew S. Viens
 	 
	 	 	Name:  	Andrew S. Viens 	 
	 	 	Title:  	Sr. Vice President of Operations 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




478









 







































SIGNATURE PAGE TO


















AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


















ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


















REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


















DATED AS OF FEBRUARY 9, 2011, AS AMENDED




































	 	 	 	 	 
	 	Chatham Light II CLO, Limited

 	 
	 	By:  	Sankaty Advisors LLC, as Collateral Manager
 	 
	 	 	 	 	 
	 	by  	      /s/ Andrew S. Viens
 	 
	 	 	Name:  	Andrew S. Viens 	 
	 	 	Title:  	Sr. Vice President of Operations 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




479









 









































SIGNATURE PAGE TO



















AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



















ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



















REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



















DATED AS OF FEBRUARY 9, 2011, AS AMENDED






































	 	 	 	 	 
	 	Future Fund Board of Guardians

 	 
	 	By:  	Sankaty Advisors, LLC, as its Investment Advisor
 	 
	 	 	 	 	 
	 	by  	      /s/ Andrew S. Viens
 	 
	 	 	Name:  	Andrew S. Viens 	 
	 	 	Title:  	Sr. Vice President of Operations 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




480









 







































SIGNATURE PAGE TO


















AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


















ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


















REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


















DATED AS OF FEBRUARY 9, 2011, AS AMENDED




































	 	 	 	 	 
	 	Nash Point CLO

 	 
	 	By:  	Sankaty Advisors LLC, as Collateral Manager
 	 
	 	 	 	 	 
	 	by  	      /s/ Andrew S. Viens
 	 
	 	 	Name:  	Andrew S. Viens 	 
	 	 	Title:  	Sr. Vice President of Operations 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




481









 

































SIGNATURE PAGE TO















AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN















ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED















REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT















DATED AS OF FEBRUARY 9, 2011, AS AMENDED






























	 	 	 	 	 
	 	Qantas Superannuation Plan

 	 
	 	By:  	Sankaty Advisors, LLC as Investment Manager
 	 
	 	 	 	 	 
	 	by  	      /s/ Andrew S. Viens
 	 
	 	 	Name:  	Andrew S. Viens 	 
	 	 	Title:  	Sr. Vice President of Operations 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




482









 







































SIGNATURE PAGE TO


















AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


















ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


















REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


















DATED AS OF FEBRUARY 9, 2011, AS AMENDED




































	 	 	 	 	 
	 	Race Point III CLO

 	 
	 	By:  	Sankaty Advisors LLC, as Collateral Manager
 	 
	 	 	 	 	 
	 	by  	      /s/ Andrew S. Viens
 	 
	 	 	Name:  	Andrew S. Viens 	 
	 	 	Title:  	Sr. Vice President of Operations 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




483









 







































SIGNATURE PAGE TO


















AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


















ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


















REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


















DATED AS OF FEBRUARY 9, 2011, AS AMENDED




































	 	 	 	 	 
	 	Race Point IV CLO

 	 
	 	By:  	Sankaty Advisors LLC, as Collateral Manager
 	 
	 	 	 	 	 
	 	by  	      /s/ Andrew S. Viens
 	 
	 	 	Name:  	Andrew S. Viens 	 
	 	 	Title:  	Sr. Vice President of Operations 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




484









 

































SIGNATURE PAGE TO















AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN















ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED















REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT















DATED AS OF FEBRUARY 9, 2011, AS AMENDED






























	 	 	 	 	 
	 	Sankaty High Income Partnership, L.P.

 	 
	 	By:  	Sankaty Advisors, LLC as Investment Manager
 	 
	 	 	 	 	 
	 	by  	      /s/ Andrew S. Viens
 	 
	 	 	Name:  	Andrew S. Viens 	 
	 	 	Title:  	Sr. Vice President of Operations 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




485









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	 	Sankaty Senior Loan Fund, L.P.

 	 
	 	by  	/s/ Andrew S. Viens
 	 
	 	 	Name:  	Andrew S. Viens 	 
	 	 	Title:  	Sr. Vice President of Operations 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




486









 







































SIGNATURE PAGE TO


















AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


















ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


















REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


















DATED AS OF FEBRUARY 9, 2011, AS AMENDED




































	 	 	 	 	 
	 	SSS Funding II, LLC

 	 
	 	By:  	Sankaty Advisors LLC, as Collateral Manager
 	 
	 	 	 	 	 
	 	by  	      /s/ Andrew S. Viens
 	 
	 	 	Name:  	Andrew S. Viens 	 
	 	 	Title:  	Sr. Vice President of Operations 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




487









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	 	WellPoint, Inc.

 	 
	 	by  	/s/ Andrew S. Viens
 	 
	 	 	Name:  	Andrew S. Viens 	 
	 	 	Title:  	Sr. Vice President of Operations 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.




488









 

















SIGNATURE PAGE TO







AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN







ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED







REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT







DATED AS OF FEBRUARY 9, 2011, AS AMENDED














	 	 	 	 	 
	 	PIMCO Floating Income Fund

 	 
	 	By:  	Pacific Investment Management Company LLC,
 	 
	 	 	as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO 	 
	 	 	 	 	 
	 	by  	      /s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 




489









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 
	 	The Mars Associates Retirement Plan

 	 
	 	By:  	Pacific Investment Management Company LLC,
 	 
	 	 	as its Investment Advisor 	 
	 	 	 	 	 
	 	by  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 



490









 









SIGNATURE PAGE TO



AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED







	 	 	 	 	 
	 	Koniginstrasse I S.a.r.l.

 	 
	 	By:  	Pacific Investment Management Company LLC,
 	 
	 	 	as its Investment Advisor 	 
	 	 	 	 	 
	 	by  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 



491









 









SIGNATURE PAGE TO



AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED








	 	 	 	 	 
	 	Virginia Retirement System

 	 
	 	By:  	Pacific Investment Management Company LLC,
 	 
	 	 	as its Investment Advisor 	 
	 	 	 	 	 
	 	by  	       /s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 



492









 









SIGNATURE PAGE TO



AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED







	 	 	 	 	 
	 	PIMCO Funds Global Investor Series plc:



Unconstrained Bond Fund

 	 
	 	By:  	Pacific Investment Management Company LLC,
 	 
	 	 	as its Investment Advisor 	 
	 	 	 	 	 
	 	by  	       /s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 



493









 









SIGNATURE PAGE TO



AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED







	 	 	 	 	 
	 	PIMCO Cayman Bank Loan Fund

 	 
	 	By:  	Pacific Investment Management Company LLC,
 	 
	 	 	as its Investment Advisor 	 
	 	 	 	 	 
	 	by  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 



494









 









SIGNATURE PAGE TO



AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED







	 	 	 	 	 
	 	PIMCO Cayman European High Yield Fund

 	 
	 	By:  	Pacific Investment Management Company LLC,
 	 
	 	 	as its Investment Advisor 	 
	 	 	 	 	 
	 	by 	      /s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 



495









 









SIGNATURE PAGE TO



AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	 	PIMCO Senior Floating Rate Fund

 	 
	 	By:  	Pacific Investment Management Company LLC,
 	 
	 	 	as its Investment Advisor 	 
	 	 	 	 	 
	 	by  	    /s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 



496









 









SIGNATURE PAGE TO



AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED







	 	 	 	 	 
	 	Portola CLO, Ltd

 	 
	 	By:  	Pacific Investment Management Company LLC,
 	 
	 	 	as its Investment Advisor 	 
	 	 	 	 	 
	 	by  	       /s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 



497









 









SIGNATURE PAGE TO



AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED






	 	 	 	 	 
	 	Fairway Loan Funding Company

 	 
	 	By:  	Pacific Investment Management Company LLC,
 	 
	 	 	as its Investment Advisor 	 
	 	 	 	 	 
	 	by 	      /s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 



498









 









SIGNATURE PAGE TO



AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED







	 	 	 	 	 
	 	Mayport CLO Ltd.

 	 
	 	By:  	Pacific Investment Management Company LLC,
 	 
	 	 	as its Investment Advisor 	 
	 	 	 	 	 
	 	by  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 



499









 









SIGNATURE PAGE TO



AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN



ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED



REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT



DATED AS OF FEBRUARY 9, 2011, AS AMENDED







	 	 	 	 	 
	Name of Lender: 	 VIRGINIA RETIREMENT SYSTEM

 	 
	 	By:  	Beach Point Capital Management LP
 	 
	 	 	As Investment Manager 	 
	 	 	 	 	 
	 	 	                           /s/ Thomas Boyack
 	 
	 	 	Name:  	Thomas Boyack 	 
	 	 	Title:  	Chief Financial  Officer 	 
	 	 	 	 	 
	 	by1  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 




			
	1	 	For those Lenders requiring a second
signature.






500











 





SIGNATURE PAGE TO

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN

ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED

REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT

DATED AS OF FEBRUARY 9, 2011, AS AMENDED




	 	 	 	 	 	 	 

	Name of Lender: 	 COA Caerus Ltd.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	FS COA Management LLC,

as Portfolio Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ John W. Fraser
 

	 	 
	 

	 	 	 	Name: John W. Fraser	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




501









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 COA Tempus Ltd.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	FS COA Management LLC,

as Portfolio Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ John W. Fraser
 

	 	 
	 

	 	 	 	Name: John W. Fraser	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




502









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 Credit Opportunity Associates
II, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	FSW Partners, LLC

as Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ John W. Fraser
 

	 	 
	 

	 	 	 	Name: John W. Fraser	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




503









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 Fraser Sullivan CLO I, Ltd.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WCAS Fraser Sullivan Investment Management, LLC,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ John W. Fraser
 

	 	 
	 

	 	 	 	Name: John W. Fraser	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




504









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 Fraser Sullivan CLO II, Ltd.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WCAS Fraser Sullivan Investment Management, LLC,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ John W. Fraser
 

	 	 
	 

	 	 	 	Name: John W. Fraser	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




505









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 Fraser Sullivan CLO V, Ltd.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WCAS Fraser Sullivan Investment Management, LLC,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ John W. Fraser
 

	 	 
	 

	 	 	 	Name: John W. Fraser	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




506









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 General Electric Capital
Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Annie Bortolot
 

	 	 
	 

	 	 	 	Name: Annie Bortolot	 	 
	 

	 	 	 	Title: Duly Authorized Signatory	 	 
	 
	 	 	 	 	 	 






507









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 Swiss Capital Pro Loan III Plc	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Karen Weber
 

	 	 
	 

	 	 	 	Name: Karen Weber	 	 
	 

	 	 	 	Title: Director — Bank Debt	 	 






508









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 Laurelin II B.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GoldenTree Asset Management, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Karen Weber
 

	 	 
	 

	 	 	 	Name: Karen Weber	 	 
	 

	 	 	 	Title: Director — Bank Debt	 	 






509









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 Laurelin B.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GoldenTree Asset Management, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Karen Weber
 

	 	 
	 

	 	 	 	Name: Karen Weber	 	 
	 

	 	 	 	Title: Director — Bank Debt	 	 






510









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 GoldenTree Loan Opportunities V,
Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GoldenTree Asset Management, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Karen Weber
 

	 	 
	 

	 	 	 	Name: Karen Weber	 	 
	 

	 	 	 	Title: Director — Bank Debt	 	 






511









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 GoldenTree Loan Opportunities
IV, Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GoldenTree Asset Management, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Karen Weber
 

	 	 
	 

	 	 	 	Name: Karen Weber	 	 
	 

	 	 	 	Title: Director — Bank Debt	 	 






512









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 GoldenTree Loan Opportunities
III, Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GoldenTree Asset Management, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Karen Weber
 

	 	 
	 

	 	 	 	Name: Karen Weber	 	 
	 

	 	 	 	Title: Director — Bank Debt	 	 






513









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 GoldenTree Capital Opportunities
V, Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GoldenTree Asset Management, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Karen Weber
 

	 	 
	 

	 	 	 	Name: Karen Weber	 	 
	 

	 	 	 	Title: Director — Bank Debt	 	 






514









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Nuveen Diversified Dividend & Income Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ James Kim
 

	 	 
	 

	 	 	 	Name: James Kim	 	 
	 

	 	 	 	Title: Co-Head of Credit Research	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




515









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Nuveen Floating Rate Income Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ James Kim
 

	 	 
	 

	 	 	 	Name: James Kim	 	 
	 

	 	 	 	Title: Co-Head of Credit Research	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




516









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Nuveen Multi-Strategy Income and Growth Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ James Kim
 

	 	 
	 

	 	 	 	Name: James Kim	 	 
	 

	 	 	 	Title: Co-Head of Credit Research	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




517









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Nuveen Multi-Strategy Income and Growth Fund 2	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ James Kim
 

	 	 
	 

	 	 	 	Name: James Kim	 	 
	 

	 	 	 	Title: Co-Head of Credit Research	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




518









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Municipal Employees’ Annuity and Benefit Fund of Chicago
(Symphony)	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ James Kim
 

	 	 
	 

	 	 	 	Name: James Kim	 	 
	 

	 	 	 	Title: Co-Head of Credit Research	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




519









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Nuveen Floating Rate Income Opportunity Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ James Kim
 

	 	 
	 

	 	 	 	Name: James Kim	 	 
	 

	 	 	 	Title: Co-Head of Credit Research	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




520









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Nuveen Senior Income Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ James Kim
 

	 	 
	 

	 	 	 	Name: James Kim	 	 
	 

	 	 	 	Title: Co-Head of Credit
Research	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




521









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony Credit Opportunities Fund, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ James Kim
 

	 	 
	 

	 	 	 	Name: James Kim	 	 
	 

	 	 	 	Title: Co-Head of Credit Research	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




522









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony CLO II, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ James Kim
 

	 	 
	 

	 	 	 	Name: James Kim	 	 
	 

	 	 	 	Title: Co-Head of Credit Research	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




523









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony CLO III, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ James Kim
 

	 	 
	 

	 	 	 	Name: James Kim	 	 
	 

	 	 	 	Title: Co-Head of Credit Research	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




524









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony CLO IV, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ James Kim
 

	 	 
	 

	 	 	 	Name: James Kim	 	 
	 

	 	 	 	Title: Co-Head of Credit Research	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




525









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony CLO V, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ James Kim
 

	 	 
	 

	 	 	 	Name: James Kim	 	 
	 

	 	 	 	Title: Co-Head of Credit Research	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




526









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Nuveen Tax Advantaged Total Return Strategy Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Symphony Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ James Kim
 

	 	 
	 

	 	 	 	Name: James Kim	 	 
	 

	 	 	 	Title: Co-Head of Credit Research	 	 
	 
	 	 	 	 	 	 
	 

	 	By1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second
signature.




527









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 JPMC Retirement Plan Brigade
Bank Loan	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	BRIGADE CAPITAL MANAGEMENT, LLC

As Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Joanna Bensimon
 

	 	 
	 

	 	 	 	Name: Joanna Bensimon	 	 
	 

	 	 	 	Title: Associate	 	 
	 
	 	 	 	 	 	 
	 

	 	By1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




528









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 Camulos Loan Vehicle I, Ltd.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	BRIGADE CAPITAL MANAGEMENT LLC

As Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Joanna Bensimon
 

	 	 
	 

	 	 	 	Name: Joanna Bensimon	 	 
	 

	 	 	 	Title: Associate	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




529









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 BATTALION CLO 2007-I, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	BRIGADE CAPITAL MANAGEMENT LLC

As Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Joanna Bensimon
 

	 	 
	 

	 	 	 	Name: Joanna Bensimon	 	 
	 

	 	 	 	Title: Associate	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




530









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	REGATTA FUNDING LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Citi Alternative Investments LLC,

attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Roger Yee
 

	 	 
	 

	 	 	 	Name: Roger Yee	 	 
	 

	 	 	 	Title: VP	 	 






531









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	CCA EAGLE LOAN MASTER FUND, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Citigroup Alternative Investments LLC, as Investment manager for and
on behalf of CCA EAGLE LOAN MASTER FUND LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Roger Yee
 

	 	 
	 

	 	 	 	Name: Roger Yee	 	 
	 

	 	 	 	Title: VP	 	 






532









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Lmp Corporate Loan Fund, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Citi Alternative Investments LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Roger Yee
 

	 	 
	 

	 	 	 	Name: Roger Yee	 	 
	 

	 	 	 	Title: VP	 	 






533









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 Spring Road CLO 2007-1, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Denali Capital LLC, managing member of DC Funding Partners
LLC, Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ John P. Thacker
 

	 	 
	 

	 	 	 	Name: John P. Thacker	 	 
	 

	 	 	 	Title: Chief Credit Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	by1
	 	/s/	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




534









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 DENALI CAPITAL CLO V, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Denali Capital LLC, managing member of DC Funding Partners
LLC, portfolio manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ John P. Thacker
 

	 	 
	 

	 	 	 	Name: John P. Thacker	 	 
	 

	 	 	 	Title: Chief Credit Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	by1
	 	/s/	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




535









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 DENALI CAPITAL CLO VI, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Denali Capital LLC, managing member of DC Funding Partners
LLC, collateral manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ John P. Thacker
 

	 	 
	 

	 	 	 	Name: John P. Thacker	 	 
	 

	 	 	 	Title: Chief Credit Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	by1
	 	/s/	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




536









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 DENALI CAPITAL CLO VII, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Denali Capital LLC, managing member of DC Funding Partners
LLC, collateral manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ John P. Thacker
 

	 	 
	 

	 	 	 	Name: John P. Thacker	 	 
	 

	 	 	 	Title: Chief Credit Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	by1
	 	/s/	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




537









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 Flagship CLO V	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Deutsche Investment Management Americas, Inc.
(as successor in interest to Deutsche Asset Management, Inc.),
As Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Eric S. Meyer
 

	 	 
	 

	 	 	 	Name: Eric S. Meyer	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paula Penkal	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Paula Penkal	 	 
	 

	 	 	 	Title: Vice President	 	 






538









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 Flagship CLO VI	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Deutsche Investment Management Americas, Inc.
As Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Eric S. Meyer
 

	 	 
	 

	 	 	 	Name: Eric S. Meyer	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paula Penkal	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Paula Penkal	 	 
	 

	 	 	 	Title: Vice President	 	 






539









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 DWS Floating Rate Plus Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Deutsche Investment Management Americas, Inc.
Investment Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Eric S. Meyer
 

	 	 
	 

	 	 	 	Name: Eric S. Meyer	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paula Penkal	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Paula Penkal	 	 
	 

	 	 	 	Title: Vice President	 	 






540









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 DWS Short Duration Plus Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Deutsche Investment Management Americas, Inc.
Investment Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Eric S. Meyer
 

	 	 
	 

	 	 	 	Name: Eric S. Meyer	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paula Penkal	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Paula Penkal	 	 
	 

	 	 	 	Title: Vice President	 	 






541









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 MT. WHITNEY SECURITIES INC.,
as Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Deutsche Investment Management Americas Inc.
As Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Eric S. Meyer
 

	 	 
	 

	 	 	 	Name: Eric S. Meyer	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paula Penkal	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Paula Penkal	 	 
	 

	 	 	 	Title: Vice President	 	 






542









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 DWS Ultra-Short Duration Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Deutsche Investment Management Americas, Inc.
Investment Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Eric S. Meyer
 

	 	 
	 

	 	 	 	Name: Eric S. Meyer	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paula Penkal	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Paula Penkal	 	 
	 

	 	 	 	Title: Vice President	 	 






543









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 Fidelity Advisor Series I:
Fidelity Advisor Floating Rate High Income Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Jeffrey Christian
 

	 	 
	 

	 	 	 	Name: Jeffrey Christian	 	 
	 

	 	 	 	Title: Deputy Treasurer	 	 






544









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 Fidelity Summer Street Trust:
Fidelity High Income Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Jeffrey Christian
 

	 	 
	 

	 	 	 	Name: Jeffrey Christian	 	 
	 

	 	 	 	Title: Deputy Treasurer	 	 






545









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 Fidelity Summer Street Trust:
Fidelity Series High Income Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Jeffrey Christian
 

	 	 
	 

	 	 	 	Name: Jeffrey Christian	 	 
	 

	 	 	 	Title: Deputy Treasurer	 	 






546









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 Illinois Municipal Retirement
Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Pyramis Global Advisors Trust Company, as Investment Manager
Under Power of Attorney	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ David Cesario
 

	 	 
	 

	 	 	 	Name: David Cesario	 	 
	 

	 	 	 	Title: Vice President	 	 






547









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 Variable Insurance Products Fund
V: Strategic Income Portfolio	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Jeffrey Christian
 

	 	 
	 

	 	 	 	Name: Jeffrey Christian	 	 
	 

	 	 	 	Title: Deputy Treasurer	 	 






548









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 Fidelity School Street Trust:
Fidelity Strategic Income Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Jeffrey Christian
 

	 	 
	 

	 	 	 	Name: Jeffrey Christian	 	 
	 

	 	 	 	Title: Deputy Treasurer	 	 






549









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 Fidelity Advisor Series II:
Fidelity Advisor Strategic Income Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Jeffrey Christian
 

	 	 
	 

	 	 	 	Name: Jeffrey Christian	 	 
	 

	 	 	 	Title: Deputy Treasurer	 	 






550









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 Fidelity Summer Street Trust:
Fidelity Capital & Income Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Jeffrey Christian
 

	 	 
	 

	 	 	 	Name: Jeffrey Christian	 	 
	 

	 	 	 	Title: Deputy Treasurer	 	 






551









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 Marlborough Street CLO, LTD	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ David
 

	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






552









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 Jersey Street CLO, Ltd	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ David
 

	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






553









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 ORIX Corporate Capital Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Christopher Smith
 

	 	 
	 

	 	 	 	Name: Christopher Smith	 	 
	 

	 	 	 	Title: Authorized Representative	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




554









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Lissy M. Smit
 

	 	 
	 

	 	 	 	Name: Lissy M. Smit	 	 
	 

	 	 	 	Title: Executive Director	 	 
	 
	 	 	 	 	 	 
	 

	 	by1
	 	/s/ Andrew Sherman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Andrew Sherman	 	 
	 

	 	 	 	Title: Managing Director	 	 








 




			
	1	 	For those Lenders requiring a second signature.




555









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A., Zweigniederlassung Frankfurt am Main
(trading as Rabobank International Frankfurt Branch)	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Alexander Binz
 

	 	 
	 

	 	 	 	Name: Alexander Binz	 	 
	 

	 	 	 	Title: Executive Director	 	 
	 
	 	 	 	 	 	 
	 

	 	by1
	 	/s/ Judith Zucker	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Judith Zucker	 	 
	 

	 	 	 	Title: Vice President	 	 








 




			
	1	 	For those Lenders requiring a second signature.




556









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED












***PLEASE NOTE WE ARE CONSENTING TO THE AMENDMENT SOLELY AS A CURRENT LENDER IN THE USD TERM LOAN
AND NOT A TRANCHE C LENDER***




	 	 	 	 	 	 	 

	Name of Lender: 		 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	OCTAGON INVESTMENT PARTNERS V, LTD.


Octagon Credit Investors, LLC

as Portfolio Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	OCTAGON INVESTMENT PARTNERS IX, LTD.

Octagon Credit Investors, LLC 

as Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	OCTAGON INVESTMENT PARTNERS X, LTD. 

Octagon Credit Investors, LLC 

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	OCTAGON INVESTMENT PARTNERS XI, LTD. 

Octagon Credit Investors, LLC 

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HAMLET II, LTD. 

Octagon Credit Investors, LLC

as Portfolio Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	US Bank N.A., solely as trustee of the Doll Trust (for Qualified
Institutional Investors only), (and not in its individual capacity

Octagon Credit Investors, LLC 

as Portfolio Manager	 	 






557









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	 

	 	By
	 	Octagon Paul Credit Fund Series I, Ltd.

Octagon Credit Investors, LLC 

as Portfolio Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Octagon Delaware Trust 2011 (for Qualified Institutional Investors
only)
 Octagon Credti Investors, LLC
 as Portfolio Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Lauren M. Basmadjian
 

	 	 
	 

	 	 	 	Name: Lauren M. Basmadjian	 	 
	 

	 	 	 	Title: Portfolio Manager	 	 






558









 







SIGNATURE PAGE TO


AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN


ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED


REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT


DATED AS OF FEBRUARY 9, 2011, AS AMENDED





	 	 	 	 	 	 	 

	Name of Lender: 	 FSC Loan Funding (CBNA) LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Citibank, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul Plank
 

	 	 
	 

	 	 	 	Name: Paul Plank	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




559









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 Cortina Funding	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Richard Taylor
 

	 	 
	 

	 	 	 	Name: Richard Taylor	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 

	 	by1
	 	N/A	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




560









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 NCRAM Loan Trust	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	NORMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC.


AS INVESTMENT MANAGER	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Robert Hoffman
 

	 	 
	 

	 	 	 	Name: Robert Hoffman	 	 
	 

	 	 	 	Title: Executive Director	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.




561









 















SIGNATURE PAGE TO






AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN






ASSUMPTION AGREEMENT RELATED TO THE AMENDED AND RESTATED






REYNOLDS GROUP HOLDINGS INC. CREDIT AGREEMENT






DATED AS OF FEBRUARY 9, 2011, AS AMENDED













	 	 	 	 	 	 	 

	Name of Lender: 	 Nomura Bond and Loan Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Mitsubishi UFJ Trust & Banking Corporation as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Nomura Corporate Research & Asset Management Inc.
Attorney in Fact	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Robert Hoffman
 

	 	 
	 

	 	 	 	Name: Robert Hoffman	 	 
	 

	 	 	 	Title: Executive Director	 	 
	 
	 	 	 	 	 	 
	 

	 	by1	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For those Lenders requiring a second signature.






562












 





ANNEX A



 

 





SECOND AMENDED AND RESTATED CREDIT AGREEMENT



dated as of August 9, 2011




among




REYNOLDS GROUP HOLDINGS INC.,

REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.,

SIG EURO HOLDING AG & CO. KGAA,

SIG AUSTRIA HOLDING GMBH,

PACTIV CORPORATION




and




the other Borrowers set forth herein,

as Borrowers,




REYNOLDS GROUP HOLDINGS LIMITED,



THE LENDERS PARTY HERETO,




and




CREDIT SUISSE AG,

as Administrative Agent




 






CREDIT SUISSE SECURITIES (USA) LLC

HSBC SECURITIES (USA) INC.

as Joint Bookrunners and Joint Lead Arrangers




 






HSBC SECURITIES (USA) INC.

as Syndication Agent




AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,

“RABOBANK NEDERLAND”, NEW YORK BRANCH

SUMITOMO MITSUI BANKING CORPORATION

as Documentation Agents




 





The taking of any Loan Document or any certified copy thereof or any
other documents which constitute substitute documentation therefor, or any
document which includes written confirmations or references thereto, into
Austria as well as printing out any e-mail communication which refers to any
Loan Document in Austria or sending any e-mail communication to which a
pdf-scan of any Loan Document is attached to an Austrian addressee or sending
any e-mail communication carrying an electronic or digital signature which
refers to any Loan Document to an Austrian addressee may cause the imposition
of Austrian stamp duty. Accordingly, except as permitted by Section 9.20 of
this Agreement, keep the original documents as well as all certified copies
thereof and written and signed references thereto outside of Austria and avoid
printing out any e-mail communication which refers to any Loan Document in
Austria or sending any e-mail communication to which a pdf-scan of any Loan
Document is attached to an Austrian addressee or sending any e-mail
communication carrying an electronic or digital signature which refers to any
Loan Document to an Austrian addressee.



 

 








 









 








Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	Definitions
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01. Defined Terms
	 	 	2	 
	SECTION 1.02. Terms Generally
	 	 	55	 
	SECTION 1.03. Pro Forma Calculations
	 	 	55	 
	SECTION 1.04. Classification of Loans and Borrowings
	 	 	56	 
	SECTION 1.05. Exchange Rate Calculations
	 	 	56	 
	SECTION 1.06. Designation as Senior Debt
	 	 	56	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	The Credits
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01. Commitments
	 	 	56	 
	SECTION 2.02. Loans
	 	 	57	 
	SECTION 2.03. Borrowing Procedure
	 	 	59	 
	SECTION 2.04. Evidence of Debt; Repayment of Loans
	 	 	60	 
	SECTION 2.05. Fees
	 	 	61	 
	SECTION 2.06. Interest on Loans
	 	 	63	 
	SECTION 2.07. Default Interest
	 	 	63	 
	SECTION 2.08. Alternate Rate of Interest
	 	 	64	 
	SECTION 2.09. Termination and Reduction of Commitments
	 	 	64	 
	SECTION 2.10. Conversion and Continuation of Borrowings
	 	 	65	 
	SECTION 2.11. Repayment of Term Borrowings
	 	 	67	 
	SECTION 2.12. Voluntary Prepayment
	 	 	68	 
	SECTION 2.13. Mandatory Prepayments
	 	 	71	 
	SECTION 2.14. Reserve Requirements; Change in Circumstances
	 	 	73	 
	SECTION 2.15. Change in Legality
	 	 	75	 
	SECTION 2.16. Breakage
	 	 	75	 
	SECTION 2.17. Pro Rata Treatment
	 	 	76	 
	SECTION 2.18. Sharing of Setoffs
	 	 	76	 
	SECTION 2.19. Payments
	 	 	77	 
	SECTION 2.20. Taxes
	 	 	78	 
	SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate
	 	 	82	 
	SECTION 2.22. Letters of Credit and Bank Guarantees
	 	 	83	 
	SECTION 2.23. Incremental Term Loans and Incremental Revolving Credit Commitments
	 	 	89	 






i 









 






Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	Representations and Warranties
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Organization; Powers
	 	 	92	 
	SECTION 3.02. Authorization
	 	 	93	 
	SECTION 3.03. Enforceability
	 	 	93	 
	SECTION 3.04. Governmental Approvals
	 	 	94	 
	SECTION 3.05. Financial Statements
	 	 	94	 
	SECTION 3.06. No Material Adverse Change
	 	 	94	 
	SECTION 3.07. Title to Properties; Possession Under Leases
	 	 	94	 
	SECTION 3.08. Subsidiaries
	 	 	95	 
	SECTION 3.09. Litigation; Compliance with Laws
	 	 	95	 
	SECTION 3.10. Agreements
	 	 	96	 
	SECTION 3.11. Federal Reserve Regulations
	 	 	96	 
	SECTION 3.12. Investment Company Act
	 	 	96	 
	SECTION 3.13. Use of Proceeds
	 	 	96	 
	SECTION 3.14. Taxes
	 	 	96	 
	SECTION 3.15. No Material Misstatements
	 	 	97	 
	SECTION 3.16. Employee Benefit Plans
	 	 	97	 
	SECTION 3.17. Environmental Matters
	 	 	98	 
	SECTION 3.18. Insurance
	 	 	98	 
	SECTION 3.19. Security Documents
	 	 	99	 
	SECTION 3.20. Location of Real Property and Leased Premises
	 	 	100	 
	SECTION 3.21. Labor Matters
	 	 	100	 
	SECTION 3.22. Solvency
	 	 	101	 
	SECTION 3.23. Senior Indebtedness
	 	 	101	 
	SECTION 3.24. Sanctioned Persons
	 	 	101	 
	SECTION 3.25. Austrian Business Reorganization
	 	 	101	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	Conditions of Lending
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01. All Credit Events
	 	 	102	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	Affirmative Covenants
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Existence; Compliance with Laws; Businesses and Properties
	 	 	103	 
	SECTION 5.02. Insurance
	 	 	103	 
	SECTION 5.03. Taxes
	 	 	104	 
	SECTION 5.04. Financial Statements, Reports, etc.
	 	 	104	 
	SECTION 5.05. Litigation and Other Notices
	 	 	106	 
	SECTION 5.06. Information Regarding Collateral
	 	 	106	 






ii 









 






Table of Contents




	 	 	 	 	 
	 	 	Page	 
	SECTION 5.07. Maintaining Records; Access to Properties and Inspections; Maintenance of
Ratings
	 	 	107	 
	SECTION 5.08. Use of Proceeds
	 	 	107	 
	SECTION 5.09. Employee Benefits
	 	 	107	 
	SECTION 5.10. Compliance with Environmental Laws
	 	 	108	 
	SECTION 5.11. Preparation of Environmental Reports
	 	 	108	 
	SECTION 5.12. Further Assurances
	 	 	108	 
	SECTION 5.13. Post-Closing Obligations
	 	 	110	 
	SECTION 5.14. [Reserved].
	 	 	110	 
	SECTION 5.15. Proceeds of Certain Dispositions
	 	 	110	 
	SECTION 5.16. Thai Approval
	 	 	110	 
	SECTION 5.17. German Domination Agreements
	 	 	111	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	Negative Covenants
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Indebtedness
	 	 	112	 
	SECTION 6.02. Liens
	 	 	116	 
	SECTION 6.03. Sale and Lease-Back Transactions
	 	 	119	 
	SECTION 6.04. Investments, Loans and Advances
	 	 	120	 
	SECTION 6.05. Mergers, Consolidations and Sales of Assets
	 	 	123	 
	SECTION 6.06. Restricted Payments; Restrictive Agreements
	 	 	124	 
	SECTION 6.07. Transactions with Affiliates
	 	 	128	 
	SECTION 6.08. Conduct of Business
	 	 	129	 
	SECTION 6.09. Other Indebtedness and Agreements
	 	 	129	 
	SECTION 6.10. Capital Expenditures
	 	 	130	 
	SECTION 6.11. Interest Coverage Ratio
	 	 	131	 
	SECTION 6.12. Maximum Senior Secured Leverage Ratio
	 	 	131	 
	SECTION 6.13. Fiscal Year
	 	 	131	 
	SECTION 6.14. Certain Equity Securities
	 	 	132	 
	SECTION 6.15. Limitation on Activities of Holdings and BP II
	 	 	132	 
	SECTION 6.16. Certain Country Limitations
	 	 	132	 






iii 









 






Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	Events of Default
	 	 	 	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	The Administrative Agent and the Collateral Agents
	 	 	 	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.01. Notices; Electronic Communications
	 	 	141	 
	SECTION 9.02. Survival of Agreement
	 	 	143	 
	SECTION 9.03. Binding Effect
	 	 	144	 
	SECTION 9.04. Successors and Assigns
	 	 	144	 
	SECTION 9.05. Expenses; Indemnity
	 	 	149	 
	SECTION 9.06. Right of Setoff
	 	 	151	 
	SECTION 9.07. Applicable Law
	 	 	151	 
	SECTION 9.08. Waivers; Amendment
	 	 	151	 
	SECTION 9.09. Interest Rate Limitation
	 	 	153	 
	SECTION 9.10. Entire Agreement
	 	 	153	 
	SECTION 9.11. WAIVER OF JURY TRIAL
	 	 	154	 
	SECTION 9.12. Severability
	 	 	154	 
	SECTION 9.13. Counterparts
	 	 	154	 
	SECTION 9.14. Headings
	 	 	154	 
	SECTION 9.15. Jurisdiction; Consent to Service of Process
	 	 	154	 
	SECTION 9.16. Confidentiality
	 	 	155	 
	SECTION 9.17. Conversion of Currencies
	 	 	156	 
	SECTION 9.18. USA PATRIOT Act Notice
	 	 	156	 
	SECTION 9.19. Place of Performance
	 	 	157	 
	SECTION 9.20. Austrian Stamp Duty
	 	 	157	 
	SECTION 9.21. Additional Borrowers
	 	 	158	 
	SECTION 9.22. Application of Proceeds
	 	 	159	 
	SECTION 9.23. Loan Parties’ Agent
	 	 	159	 
	SECTION 9.24. Loan Modification Offers
	 	 	160	 
	SECTION 9.25. Release or Re-Assignment of Securitization Assets in Connection with a
Permitted Receivables Financing
	 	 	161	 
	 
	 	 	 	 
	ARTICLE X
	 	 	 	 
	 
	 	 	 	 
	Guarantee
	 	 	 	 
	 
	 	 	 	 
	SECTION 10.01. Guarantee
	 	 	161	 






iv 









 






Table of Contents




	 	 	 	 	 
	 	 	Page	 
	SECTION 10.02. Guarantee of Payment
	 	 	161	 
	SECTION 10.03. No Discharge or Diminishment of Guarantee
	 	 	161	 
	SECTION 10.04. Defenses Waived
	 	 	162	 
	SECTION 10.05. Rights of Subrogation
	 	 	163	 
	SECTION 10.06. Reinstatement; Stay of Acceleration
	 	 	163	 
	SECTION 10.07. Information
	 	 	163	 
	SECTION 10.08. Maximum Liability
	 	 	163	 
	SECTION 10.09. Contribution
	 	 	164	 
	SECTION 10.10. Subordination
	 	 	164	 
	SECTION 10.11. Liability Cumulative
	 	 	165	 
	SECTION 10.12. Release of Guarantors
	 	 	165	 






v 









 





SCHEDULES




	 	 	 	 	 

	Schedule 1.01(a)

	 	-
	 	Existing Letters of Credit
	Schedule 1.01(b)

	 	-
	 	Company Post-Closing Reorganization
	Schedule 1.01(c)

	 	-
	 	Excluded Subsidiaries
	Schedule 1.01(d)

	 	-
	 	Mortgaged Property
	Schedule 1.01(e)

	 	-
	 	Subsidiary Guarantors
	Schedule 1.01(f)

	 	-
	 	Transactions
	Schedule 2.01

	 	-
	 	Lenders and Commitments
	Schedule 3.04

	 	-
	 	Governmental Approvals
	Schedule 3.08

	 	-
	 	Subsidiaries
	Schedule 3.09

	 	-
	 	Litigation
	Schedule 3.17

	 	-
	 	Environmental Matters
	Schedule 3.18

	 	-
	 	Insurance
	Schedule 3.19(a)

	 	-
	 	UCC Filing Offices
	Schedule 3.19(c)

	 	-
	 	Post-Closing Mortgage Amendments
	Schedule 3.19(d)

	 	-
	 	Foreign Pledge Agreement Filing Requirements
	Schedule 3.20

	 	-
	 	Owned Real Property
	Schedule 6.01

	 	-
	 	Existing Indebtedness
	Schedule 6.01(r)

	 	-
	 	Company Post-Closing Reorganization Indebtedness
	Schedule 6.02

	 	-
	 	Existing Liens
	Schedule 6.04(l)

	 	-
	 	Existing Investments
	Schedule 6.06(b)

	 	-
	 	Existing Encumbrances
	Schedule 6.07

	 	-
	 	Transactions with Affiliates
	Schedule 6.16

	 	-
	 	Specified Negative Covenants for Certain Subsidiaries
	Schedule 9.20

	 	-
	 	Stamp Duty Guidelines
	Schedule 10.03

	 	-
	 	Limitations on Guarantees and Certain Waivers





EXHIBITS




	 	 	 	 	 

	Exhibit A

	 	-
	 	Form of Administrative Questionnaire
	Exhibit B

	 	-
	 	Form of Assignment and Acceptance
	Exhibit C

	 	-
	 	Form of Borrowing Request
	Exhibit D

	 	-
	 	Form of Guarantor Joinder
	Exhibit E

	 	-
	 	Agreed Security Principles
	Exhibit F

	 	-
	 	U.S. Collateral Agreement
	Exhibit G

	 	-
	 	First Lien Intercreditor Agreement
	Exhibit H

	 	-
	 	Form of Affiliate Subordination Agreement
	Exhibit I

	 	-
	 	Graham Packaging Secured Intercompany Loan Terms
	Exhibit J

	 	-
	 	[Reserved]
	Exhibit K

	 	-
	 	Form of Compliance Certificate
	Exhibit L

	 	-
	 	Mandatory Cost
	Exhibit M-1

	 	-
	 	Form of Borrowing Subsidiary Agreement
	Exhibit M-2

	 	-
	 	Form of Borrowing Subsidiary Termination
	Exhibit N

	 	-
	 	Form of Additional Bank Secured Party Acknowledgment






vi 









 







     SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 9, 2011
(this “Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation
(“RGHI”), REYNOLDS CONSUMER PRODUCTS HOLDINGS INC., a Delaware corporation
(“RCPH”), PACTIV CORPORATION, a Delaware corporation (together with RGHI and
RCPH, the “U.S. Term Borrowers”), CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.,
a Delaware corporation (together with the U.S. Term Borrowers, the “U.S.
Borrowers”), SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by
 shares (the “German Borrower”), SIG AUSTRIA HOLDING GMBH, an Austrian limited
liability company (Gesellschaft mit beschränkter Haftung) (the “Austrian
Borrower” and, together with the German Borrower, the “European Term
Borrowers”), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated
under the laws of The Netherlands (the “Dutch Borrower” and, together with the
European Term Borrowers, the “European Borrowers”), REYNOLDS GROUP HOLDINGS
LIMITED, a New Zealand limited liability company (“Holdings”), the Guarantors
(such term and each other capitalized term used but not defined in this
introductory statement having the meaning given it in Article I), the Lenders
and CREDIT SUISSE AG, as administrative agent for the Lenders (in such
capacity, including any successor thereto, the “Administrative Agent”).



     The U.S. Borrowers, the European Borrowers, Holdings, the Guarantors, the lenders party
thereto and the Administrative Agent previously entered into the Credit Agreement dated as of
November 5, 2009, as amended by Amendment No. 1 dated as of January 21, 2010, Amendment No. 2 and
Amendment No. 3 (the “Original Credit Agreement”), under which, among other things, (a) the U.S.
Revolving Credit Lenders agreed to extend credit to the U.S. Revolving Borrowers in the form of
U.S. Revolving Loans from time to time prior to the Revolving Credit Maturity Date, in an aggregate
principal amount at any time outstanding not in excess of $120,000,000, (b) the European Revolving
Credit Lenders agreed to extend credit to the European Borrowers in the form of European Revolving
Loans from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal
amount at any time outstanding not in excess of €80,000,000, and (c) the Issuing Banks agreed to
issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of (i)
$50,000,000 (which amount was increased to $100,000,000 pursuant to Amendment No. 4) under the U.S.
Revolving Credit Commitments, and (ii) €50,000,000 (which amount was increased to €70,000,000
pursuant to Amendment No. 4) under the European Revolving Credit Commitments, to support payment
obligations incurred in the ordinary course of business by the Borrowers and the subsidiaries of BP
I (including payment obligations with respect to any local working capital facilities (other than
the Local Facilities) permitted under Section 6.01(h)).




 











 





     Pursuant to Amendment No. 6, Holdings and the U.S. Term Borrowers have requested the
Tranche C Term Lenders to extend credit in the form of Tranche C Term Loans to the U.S. Term
Borrowers in an aggregate principal amount not in excess of $2,000,000,000. The Tranche C Term
Lenders are willing to extend such credit, on the terms and subject to the conditions set forth
herein and in Amendment No. 6.



     The proceeds of the Term Loans made on the Restatement Date were used solely to consummate the
Refinancing and for general corporate purposes of Holdings and its subsidiaries. The proceeds of
the Tranche C Term Loans are to be used solely to finance, in part, the Graham Packaging
Transactions. The proceeds of the Revolving Loans and any Incremental Term Loans made after the
Graham Packaging Closing Date are to be used solely for general corporate purposes of Holdings and
the Subsidiaries.



     Pursuant to Amendment No. 6, the Borrowers, the Required Lenders (as defined in the Existing
Credit Agreement) and the Tranche C Term Lenders have agreed to amend and restate the Existing
Credit Agreement in the form hereof. The amendment and restatement of the Existing Credit
Agreement evidenced by this Agreement shall become effective as provided in Amendment No. 6.



     Accordingly, the parties hereto agree as follows:



ARTICLE I




Definitions



     SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the
meanings specified below:



     “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the
Alternate Base Rate.



     “Accepting Lenders” shall have the meaning assigned to such term in Section 9.24(a).



     “Acquired Entity” shall have the meaning assigned to such term in Section 6.04(h).



     “Acquisition” shall mean the direct or indirect acquisition of (a) Closure Systems
International (Luxembourg) S.ar.l, (b) Reynolds Consumer Products (Luxembourg) S.ar.l. and (c)
Reynolds Consumer Products Holdings Inc., and their respective subsidiaries, as described in
Schedule 1.01(f).



     “Additional Bank Secured Party Acknowledgment” shall mean an Additional Bank Secured Party
Acknowledgment executed under the Original Credit Agreement or the Existing Credit Agreement or
substantially in the form attached hereto as Exhibit N or in another form permitted by the
Administrative Agent.



2









 





     “Additional European Term Loan Amortization Amount” shall mean the product of (a) $50,000,000
and (b) a fraction, the numerator of which is the Dollar Equivalent of the aggregate principal
amount of European Term Loans outstanding on the Graham Packaging Closing Date and the denominator
of which is the Dollar Equivalent of the aggregate principal amount of Term Loans outstanding on
the Graham Packaging Closing Date (in each case calculated using the Exchange Rate in effect on the
Graham Packaging Closing Date).



     “Additional Tranche B Term Loan Amortization Amount” shall mean the product of (a) $50,000,000
and (b) a fraction, the numerator of which is the aggregate principal amount of Tranche B Term
Loans outstanding on the Graham Packaging Closing Date and the denominator of which is the Dollar
Equivalent of the aggregate principal amount of Term Loans outstanding on the Graham Packaging
Closing Date (calculated using the Exchange Rate in effect on the Graham Packaging Closing Date).



     “Additional Tranche C Term Loan Amortization Amount” shall mean the product of (a) $50,000,000
and (b) a fraction, the numerator of which is the aggregate principal amount of Tranche C Term
Loans outstanding on the Graham Packaging Closing Date and the denominator of which is the Dollar
Equivalent of the aggregate principal amount of Term Loans outstanding on the Graham Packaging
Closing Date (calculated using the Exchange Rate in effect on the Graham Packaging Closing Date).



     “Adjusted LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest
Period, an interest rate per annum equal to the greater of (a)(i) in the case of any Revolving
Credit Borrowing, 2.00% per annum, (ii) in the case of any U.S. Term Loan, 1.25% per annum, and
(iii) in the case of any European Term Loan, 1.50% per annum, and (b)(i) in the case of a
Eurocurrency Borrowing denominated in Dollars, the product of (x) the LIBO Rate in effect for such
Interest Period and (y) Statutory Reserves and (ii) in the case of a Eurocurrency Borrowing
denominated in Euro (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost.



     “Administrative Agent” shall have the meaning assigned to such term in the introductory
statement to this Agreement.



     “Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).



     “Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of
Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.



     “Affiliate” shall mean, when used with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is
under common Control with the Person specified; provided, however, that, for purposes of the
definition of “Eligible Assignee” and Section 6.07 the term “Affiliate” shall also include any
Person that directly or indirectly owns 10% or more of



3









 




any class of Equity Interests of the Person specified or that is an officer or director of the
Person specified.




     “Affiliate Subordination Agreement” shall mean an Affiliate Subordination Agreement in the
form of Exhibit H pursuant to which intercompany obligations and advances owed by any Loan Party
are subordinated to the Bank Obligations.



     “Agents” shall have the meaning assigned to such term in Article VIII.



     “Agreed Security Principles” shall mean the principles set forth on Exhibit E.



     “Aggregate European Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’
European Revolving Credit Exposures.



     “Aggregate Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’
Revolving Credit Exposures.



     “Aggregate U.S. Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’
U.S. Revolving Credit Exposures.



     “Agreement Value” shall mean, for each Hedging Agreement, on any date of determination, the
maximum aggregate amount (giving effect to any netting agreements) that Holdings or any Subsidiary
would be required to pay if such Hedging Agreement were terminated on such date.



     “Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a)
the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1% and (c) the Adjusted LIBO Rate on such day for a three-month Interest Period
commencing on the second Business Day after such day plus 1%. If the Administrative Agent shall
have determined (which determination shall be conclusive absent manifest error) that it is unable
to ascertain the Federal Funds Effective Rate or the LIBO Rate for any reason, including the
inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with
the terms of the definition of Federal Funds Effective Rate, the Alternate Base Rate shall be
determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the
circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate
due to a change in the Prime Rate, the Federal Funds Effective Rate, or the LIBO Rate shall be
effective on the effective date of such change in the Prime Rate, the Federal Funds Effective Rate
or the LIBO Rate, as the case may be.



     “Amended Ratio Date” shall mean the first day of the four quarter period ended immediately
prior to the Graham Packaging Closing Date for which the financial statements and certificates
required by Sections 5.04(a) or 5.04(b), as the case may be, and 5.04(c) are required to have been
delivered prior to the Graham Packaging Closing Date or for which comparable financial statements
have been filed with the Securities and Exchange Commission.



4









 





     “Amendment No. 2” shall mean Amendment No. 2 and Incremental Term Loan Assumption Agreement
dated as of May 4, 2010, to the Original Credit Agreement.



     “Amendment No. 2 Effective Date” shall mean May 4, 2010.



     “Amendment No. 3” shall mean Amendment No. 3 and Incremental Term Loan Assumption Agreement
dated as of September 30, 2010, to the Original Credit Agreement.



     “Amendment No. 3 Effective Date” shall mean September 30, 2010.



     “Amendment No. 4” shall mean Amendment No. 4 and Incremental Term Loan Assumption Agreement
dated as of February 9, 2011, to the Original Credit Agreement.



     “Amendment No. 4 Effective Date” shall mean February 9, 2011.



     “Amendment No. 6” shall mean Amendment No. 6 and Incremental Term Loan Assumption Agreement
dated as of August 9, 2011, to the Existing Credit Agreement.



     “Applicable Discount” shall have the meaning assigned to such term in Section 2.12(b)(iii).



     “Applicable Margin” shall mean, for any day, (a) with respect to any Eurocurrency U.S. Term
Loan or Eurocurrency European Term Loan, 5.25% per annum, (b) with respect to any Daily Rate U.S.
Term Loan or Daily Rate European Term Loan, 4.25% per annum, (c) with respect to any Eurocurrency
Revolving Loan, 4.50% per annum and (d) with respect to any Daily Rate Revolving Loan, 3.50% per
annum.



     “Asset Sale” shall mean any sale, transfer or other disposition (including by way of merger,
amalgamation, casualty, condemnation or otherwise) by Holdings or any Subsidiary to any Person
other than any Borrower or any Subsidiary Guarantor of (a) any Equity Interests of any Subsidiary
(including any issuance thereof) (other than any sale or issuance of directors’ qualifying shares)
or (b) any other assets of Holdings or any Subsidiary, in each case, other than:



     (i) inventory (including filling machines and other equipment sold to customers), damaged,
obsolete or worn out assets, scrap and Permitted Investments, in each case disposed of in the
ordinary course of business;



     (ii) dispositions between or among Subsidiaries that are not Loan Parties;



     (iii) dispositions of (A) Securitization Assets in connection with a Permitted Receivables
Financing and (B) receivables in connection with non-recourse factoring or similar arrangements in
the ordinary course of business;



     (iv) any disposition constituting an investment permitted under Section 6.04(a) or Section
6.04(j);



5









 





     (v) dispositions consisting of the granting of Liens permitted by Section 6.02;



     (vi) dispositions as part of the Transactions and the Company Post-Closing Reorganization; and



     (vii) any sale, transfer or other disposition or series of related sales, transfers or other
dispositions having a value not in excess of $5,000,000.



     For the avoidance of doubt, the term “Asset Sale” shall include any Specified Asset Sale.



     “Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender
and an Eligible Assignee, and accepted by the Administrative Agent, in the form of Exhibit B or
such other form as shall be approved by the Administrative Agent.



     “Auction” shall have the meaning assigned to such term in Section 2.12(b)(i).



     “Auction Notice” shall have the meaning assigned to such term in Section 2.12(b)(i).



     “Auction Amount” shall have the meaning assigned to such term in Section 2.12(b)(i).



     “Austrian Borrower” shall have the meaning assigned to such term in the introductory statement
to this Agreement.



     “Available Amount” shall mean, at any time, the Cumulative Credit at such time, plus to the
extent not included in Consolidated Net Income for the relevant period, an amount equal to any
returns (including dividends, interest, distributions, returns of principal, profits on sale,
repayments, income and similar amounts) actually received in cash and Permitted Investments on or
after the Restatement Date by Holdings or any Loan Party in respect of any investments made with
the Available Amount on or after the Restatement Date and minus the aggregate amounts expended by
Holdings and the Subsidiaries on or after the Restatement Date and at or prior to such time to make
investments, loans or advances pursuant to Section 6.04(q), to make Restricted Payments pursuant to
Section 6.06(a)(ix), to prepay, redeem, repurchase, retire or otherwise acquire Indebtedness
pursuant to Section 6.09(c) and to make Capital Expenditures pursuant to Section 6.10(b).



     “Bank Guarantee” shall mean any bank guarantee issued by an Issuing Bank for the account and
on behalf of any European Borrower pursuant to Section 2.22 in such form as may be approved by such
Issuing Bank in its reasonable discretion.



     “Bank Obligations” shall mean (a) the due and punctual payment of (i) the principal of and
interest (including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at



6









 




maturity,by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required
to be made by the Borrowers under this Agreement in respect of any Letter of Credit, when and as
due, including payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral, and (iii) all other monetary obligations of the Borrowers
to any of the Bank Secured Parties under this Agreement and each of the other Loan Documents,
including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent,
fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in
such proceeding), (b) the due and punctual performance of all other obligations of the Borrowers
under or pursuant to this Agreement and each of the Loan Documents, (c) the due and punctual
payment and performance of all obligations of each other Loan Party under or pursuant to this
Agreement and each of the other Loan Documents, (d) the due and punctual payment and performance of
all obligations of each Loan Party under each Hedging Agreement with a Hedge Provider, (e) the due
and punctual payment and performance of all obligations of each Loan Party under each Local
Facility and (f) the Cash Management Obligations.




     “Bank Secured Parties” shall mean (a) the Lenders, (b) the Administrative Agent, (c) each
Collateral Agent, (d) any Issuing Bank, (e) each Hedge Provider, (f) each Local Facility Provider,
(g) each Cash Management Bank, (h) the beneficiaries of each indemnification obligation undertaken
by any Loan Party under any Loan Document and (i) the successors and assigns of each of the
foregoing.



     “Board” shall mean the Board of Governors of the Federal Reserve System of the United States
of America.



     “Borrowers” shall mean the U.S. Borrowers, the European Borrowers, and any other Wholly Owned
Subsidiary of BP I that becomes a party hereto as a Borrower pursuant to Section 9.21.



     “Borrower Materials” shall have the meaning assigned to such term in Section 9.01.



     “Borrowing” shall mean Loans of the same Class, Type and currency made, converted or continued
on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in
effect.



     “Borrowing Minimum” shall mean (a) with respect to a Borrowing denominated in Dollars,
$5,000,000 and (b) with respect to a Borrowing denominated in Euro, €5,000,000.



     “Borrowing Multiple” shall mean (a) with respect to a Borrowing denominated in Dollars,
$1,000,000 and (b) with respect to a Borrowing denominated in Euro, €1,000,000.



7









 





     “Borrowing Request” shall mean a request by any Borrower in accordance with the terms of
Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by
the Administrative Agent.



     “Borrowing Subsidiary Agreement” shall mean a Borrowing Subsidiary Agreement substantially in
the form of Exhibit M-1.



     “Borrowing Subsidiary Termination” shall mean a Borrowing Subsidiary Termination substantially
in the form of Exhibit M-2.



     “BP I” shall mean Beverage Packaging Holdings (Luxembourg) I S.A., a Luxembourg public limited
liability company (société anonyme) with a registered office at 6C rue Gabriel Lippmann, L-5365
Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and
Companies under number B 128.592 and a Wholly Owned Subsidiary of Holdings.



     “BP II” shall mean Beverage Packaging Holdings (Luxembourg) II S.A., a Luxembourg public
limited liability company (société anonyme) with a registered office at 6C rue Gabriel Lippmann,
L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and
Companies under number B 128.914 and a Wholly Owned Subsidiary of Holdings.



     “BP III” Beverage Packaging Holdings (Luxembourg) III S.àr.l., a Luxembourg private limited
liability company (société à responsibilité limitée), with a registered office at 6, rue Gabriel
Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg registered with the Luxembourg Register of
Commerce and Companies under number B128.135 and a Wholly Owned subsidiary of Holdings.



     “Breakage Event” shall have the meaning assigned to such term in Section 2.16.



     “Business Day” shall mean any day other than a Saturday, Sunday or day on which banks in New
York City are authorized or required by law to close; provided, however, that (a) when used in
connection with a Eurocurrency Loan, the term “Business Day” shall exclude any day on which banks
are not open for dealing in Dollar deposits in the London interbank market, and (b) when used in
connection with a Loan denominated in Euro, the term “Business Day” shall also exclude any day
which is not a Target Day.



     “Capital Expenditures” shall mean, for any period, (a) the additions to property, plant and
equipment and other capital expenditures of Holdings and its consolidated Subsidiaries that are (or
should be) set forth in a consolidated statement of cash flows of the Holdings for such period
prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by Holdings and its
consolidated Subsidiaries during such period, but excluding in each case (i) any such expenditure
made to restore, replace or rebuild property to the condition of such property immediately prior to
any damage, loss, destruction or condemnation of such property, to the extent such expenditure is
made with insurance proceeds, condemnation awards or damage recovery proceeds relating to
any such damage, loss, destruction or condemnation, (ii) any such expenditure financed with the proceeds of Qualified Capital Stock or Subordinated Shareholder Loans, (iii) any



8









 




such
expenditure that constitutes a Permitted Acquisition or an investment in another Person permitted
by Section 6.04 and (iv) any such expenditure that constitutes an amount reinvested in accordance
with the definition of “Net Cash Proceeds”.




     “Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP.



     “Cash Management Bank” shall mean any Person at the time it provides any Cash Management
Services that (a) was, at the time of entry into the agreement to provide such Cash Management
Services, the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a
Lender, (b) is a Specified Cash Management Bank or (c) is otherwise approved by the Administrative
Agent acting reasonably; provided that, in each case, such Person has executed and delivered to the
Administrative Agent an Additional Bank Secured Party Acknowledgment, which has not been cancelled.



     “Cash Management Obligations” shall mean obligations owed by the Borrower or any other
Subsidiary to any Cash Management Bank at the time it provides any Cash Management Services.



     “Cash Management Services” shall mean any composite accounting or other cash pooling
arrangements and netting, overdraft protection and other arrangements with any bank arising under
standard business terms of such bank.



     A “Change in Control” shall be deemed to have occurred if (a) prior to a Qualified Public
Offering, the Permitted Investors shall fail to own, directly or indirectly, beneficially and of
record, shares representing at least 51% of each of the aggregate ordinary voting power represented
by the issued and outstanding Equity Interests of Holdings, (b) after a Qualified Public Offering,
(x) a majority of the Board of Directors of Holdings shall not be Continuing Directors or (y) the
Permitted Investors shall cease to own, directly or indirectly, at least 35% of the Capital Stock
of Holdings and any other “person” or “group” (within the meaning of Rule 13d-5 of the Securities
Exchange Act of 1934 as in effect on the date hereof) shall own a greater amount (it being
understood that if any such person or group includes one or more Permitted Investors, the shares of
Capital Stock of Holdings directly or indirectly owned by the Permitted Investors that are part of
such person or group shall not be treated as being owned by such person or group for purposes of
determining whether this clause (y) is triggered) or (c) BP I, BP II or any Borrower shall cease to
be a Wholly Owned Subsidiary of Holdings.



     “Change in Law” shall mean (a) the adoption of any law, rule or regulation after the Closing
Date or, to the extent the concept is applied to an Incremental Lender in its capacity as such, the
date of the relevant Incremental Assumption Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any



9









 




Governmental Authority after the Closing Date or, to the extent the concept is applied to an Incremental Lender in its capacity as
such, the date of the relevant Incremental Assumption Agreement or (c) compliance by any Lender or
any Issuing Bank (or, for purposes of Section 2.14, by any lending office of such Lender or Issuing
Bank or by such Lender’s or such Issuing Bank’s holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any Governmental Authority made
or issued after the Closing Date or, to the extent the concept is applied to an Incremental Lender
in its capacity as such, the date of the relevant Incremental Assumption Agreement; provided that
any legislation relating to any U.K. Bank Levy and any published practice or other official
guidance related thereto shall not constitute a Change in Law.




     “Charges” shall have the meaning assigned to such term in Section 9.09.



     “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are U.S. Revolving Loans, European Revolving Loans, Tranche B Term
Loans, Tranche C Term Loans, European Term Loans or Other Term Loans and, when used in reference to
any Commitment, refers to whether such Commitment is a U.S. Revolving Credit Commitment, European
Revolving Credit Commitment, Tranche C Term Loan Commitment or Incremental Term Loan Commitment.
Other Term Loans and Other Revolving Loans (and the related Commitments) made and established at
different times and with different terms, and new tranches of Term Loans and Revolving Credit
Commitments established as a result of a Loan Modification Offer, shall be construed to be in
different Classes.



     “Closing Date” shall mean November 5, 2009.



     “Closing Date Senior Secured Notes” shall mean the Senior Secured Notes issued on the Closing
Date by the Luxembourg Issuer and the U.S. Issuers in an aggregate principal amount of €450,000,000
and of $1,125,000,000, in each case including any Senior Secured Notes into which such notes may be
exchanged in accordance with the provisions of the November 2009 Senior Secured Note Indenture.



     “Code” shall mean the U.S. Internal Revenue Code of 1986, and the regulations promulgated
thereunder, as amended from time to time.



     “Collateral” shall mean all the collateral described in the Security Documents and the First
Lien Intercreditor Agreement.



     “Collateral Agents” shall mean, collectively, The Bank of New York Mellon and Wilmington Trust
(London) Limited, each in its capacity as a separate collateral agent under the First Lien
Intercreditor Agreement with respect to a portion of the Collateral
determined in accordance with the First Lien Intercreditor Agreement, any successor thereto
and any other collateral agent acceptable to Holdings and each Representative (as defined in the
First Lien Intercreditor Agreement) that executes a joinder in a form acceptable to Holdings and
each Representative pursuant to which it accedes to the First Lien Intercreditor Agreement as a
co-collateral agent or additional or separate collateral




10









 







agent with respect to all or any portion
of the Collateral, and any successor to any such other collateral agent.




     “Collateral Agreement” shall mean each of the U.S. Collateral Agreement and each Foreign
Collateral Agreement.



     “Commitment” shall mean, with respect to any Lender, such Lender’s U.S., Revolving Credit
Commitment, European Revolving Credit Commitment, Term Loan Commitment or Incremental Revolving
Credit Commitment.



     “Commitment Fees” shall have the meaning assigned to such term in Section 2.05(a).



     “Communications” shall have the meaning assigned to such term in Section 9.01.



     “Company Post-Closing Reorganization” shall mean the series of transactions described in
Schedule 1.01(b), as amended, supplemented or otherwise modified prior to the dates set forth on
such Schedule (or such later time as the Administrative Agent in its sole discretion may permit),
provided that any such amendments, supplements or modifications are not, when taken as a whole,
materially adverse to the Lenders.



     “Confidential Information Memorandum” shall mean the Confidential Information Memorandum of
Holdings dated July 2011, as supplemented prior to the Second Restatement Date.



     “Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period plus
(a) without duplication and to the extent deducted in determining such Consolidated Net Income, the
sum of (i) consolidated net financial expense for such period, (ii) consolidated expense for taxes
based on income, profits or capital for such period, (iii) all amounts attributable to depreciation
and amortization for such period, (iv) any non recurring fees, expenses or charges in connection
with the consummation and implementation of the Transactions, the Company Post-Closing
Reorganization, any Permitted Acquisition or any offering of Equity Interests or Indebtedness
permitted hereunder (whether or not consummated), (v) Restructuring Costs, (vi) Cost Savings, (vii)
any decrease in Consolidated Net income for such period resulting from purchase accounting in
connection with any acquisition, (viii) any non-cash charges (other than the write-down of current
assets) for such period, (ix) any extraordinary charges, (x) any Non-Recurring Charges and (xi) any
commissions, discounts, yield and upfront and other fees or charges related to any Permitted
Receivables Financing for such period, and any other amounts for such period comparable to or in
the nature of interest under any Permitted Receivables Financing, and losses on dispositions of
Securitization Assets and related assets in connection with any Permitted Receivables Financing for such period and
minus (b) without duplication, (i) all cash payments made during such period on account of reserves
and other non-cash charges added to Consolidated Net Income pursuant to clause (a)(viii) above in a
previous period and (ii) to the extent included in determining such Consolidated Net Income, any
gains which are of an abnormal, unusual, extraordinary or non-recurring nature and all non-cash
items of income for such



11









 




period, all determined on a consolidated basis in accordance with GAAP;
provided that for purposes of calculating the Senior Secured Leverage Ratio for any period, (A) the
Consolidated EBITDA of any Acquired Entity acquired by Holdings or any Subsidiary pursuant to a
Permitted Acquisition during such period (or, for purposes of determining whether any transaction
is permitted under Section 6.01(i) or 6.01(l), after the end of such period and on or prior to the
date of such determination) shall be included on a pro forma basis for such period (assuming the
consummation of such acquisition occurred as of the first day of such period) and (B) the
Consolidated EBITDA of any Person or line of business sold or otherwise disposed of by Holdings or
any Subsidiary during such period (or, for purposes of determining whether any transaction is
permitted under Section 6.01(i) or 6.01(l), after the end of such period and on or prior to the
date of such determination) shall be excluded for such period (assuming the consummation of such
sale or other disposition occurred as of the first day of such period). Solely for purposes of
determining compliance with the covenants in Sections 6.11 and 6.12, any cash common equity
contribution made to Holdings after the last day of any fiscal quarter and on or prior to the day
that is 10 Business Days after the day on which financial statements are required to be delivered
for such fiscal quarter will, at the request of Holdings, be deemed to increase, dollar for dollar,
Consolidated EBITDA for such fiscal quarter and applicable subsequent periods which include such
fiscal quarter (any such contribution so included in the calculation of Consolidated EBITDA, a
“Specified Equity Contribution”); provided that (a) in each four consecutive fiscal quarter period,
there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is
made, (b) no more than six Specified Equity Contributions may be made in the aggregate during the
term of this Agreement, (c) the amount of any Specified Equity Contribution shall be no greater
than the amount required to cause Holdings to be in compliance with the covenants in Sections 6.11
and 6.12 for the relevant fiscal quarter, (d) all Specified Equity Contributions shall be
disregarded for any purpose under this Agreement other than determining compliance with the
covenants in Sections 6.11 and 6.12 and (e) the Specified Equity Contribution may not reduce
Indebtedness on a pro forma basis for purposes of calculating the covenants in Sections 6.11 and
6.12. If, after giving effect to the foregoing recalculations, Holdings shall then be in
compliance with the requirements of the covenants set forth in Sections 6.11 and 6.12, Holdings
shall be deemed to have satisfied the requirements of the covenants in Sections 6.11 and 6.12 as of
the relevant date of determination with the same effect as though there had been no failure to
comply therewith at such date, and any breach or default of the covenants in Sections 6.11 and 6.12
that had occurred shall be deemed cured for the purposes of this Agreement and upon receipt by the
Administrative Agent of written notice, prior to the expiration of the 10th Business Day subsequent
to the date the relevant financial statements are required to be delivered pursuant to Section 5.04
(the “Anticipated Cure
Deadline”), that Holdings intends to make a Specified Equity Contribution in respect of a
fiscal quarter, the Lenders shall not be permitted to accelerate Loans held by them, to terminate
the Commitments or to exercise remedies against the Collateral solely on the basis of a failure to
comply with the requirements of the covenants set forth in Sections 6.11 and 6.12 in respect of
such fiscal quarter unless such failure is not cured pursuant to a Specified Equity Contribution on
or prior to the Anticipated Cure Deadline (it being understood that any Default or Event of Default
that shall have occurred as a result of the


12









 






failure to comply with such covenants shall exist for
all other purposes of this Agreement and the other Loan Documents until such Specified Equity
Contribution is actually made).




     “Consolidated Interest Expense” shall mean, for any period, the sum of (a) the interest
expense (including imputed interest expense in respect of Capital Lease Obligations) of Holdings
and the Subsidiaries for such period net of any interest income of Holdings and the Subsidiaries
for the period, in each case determined on a consolidated basis in accordance with GAAP, plus (b)
any interest accrued during such period in respect of Indebtedness of Holdings or any Subsidiary
that is required to be capitalized rather than included in consolidated interest expense for such
period in accordance with GAAP (but excluding any capitalized interest on Subordinated Shareholder
Loans), plus (c) to the extent not otherwise included in Consolidated Interest Expense, any
commissions, discounts, yield and upfront and other fees and charges expensed during such period in
connection with any Permitted Receivables Financing which are payable to any Person other than a
Borrower, a Loan Party or a Securitization Subsidiary. For purposes of the foregoing, interest
expense shall be determined after giving effect to any net payments made or received by Holdings or
any Subsidiary with respect to interest rate Hedging Agreements.



     “Consolidated Net Income” shall mean, for any period, the net income or loss of Holdings and
the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP
(adjusted to reflect any charge, tax or expense incurred or accrued by a Parent Company during such
period as though such charge, tax or expense had been incurred by Holdings, to the extent that
Holdings has made or would be entitled under the Loan Documents to make any payment to or for the
account of a Parent Company in respect thereof); provided that there shall be excluded (a) the
income of any Subsidiary (other than a Loan Party) to the extent that the declaration or payment of
dividends or similar distributions (including by way of repayment of existing loans) by such
Subsidiary of that income is not at the time permitted by operation of the terms of its charter or
any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to
such Subsidiary, (b) the income or loss of any Person accrued prior to the date it becomes a
Subsidiary or is merged into or consolidated with any Subsidiary or the date that such Person’s
assets are acquired by any Subsidiary, (c) the income or loss of any Person that is not a Wholly
Owned Subsidiary of Holdings, to the extent attributable to the minority interest in such Person,
(d) any gains attributable to sales of assets out of the ordinary course of business, (e) any net
unrealized gain or loss resulting in such period from translation gains or losses including those
related to currency re-measurements of Indebtedness and (f) any income or loss attributable to the
early extinguishment of Indebtedness, Hedging Agreements or other derivative agreements.



     “Consolidated Total Assets” shall mean, as of any date, the total assets of Holdings and the
Subsidiaries, determined in accordance with GAAP, as set forth on the consolidated balance sheet of
Holdings as of such date.




13












 





     “Continuing Directors” shall mean the directors of the Board of Directors of Holdings on
the Closing Date, after giving effect to the Transactions and the other transactions contemplated
thereby, and each other director if, in each case, such other director’s nomination for election to
the Board of Directors of Holdings is recommended by at least a majority of the then Continuing
Directors or the election of such other director is approved by one or more Permitted Investors.



     “Control” shall mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the ownership of voting
securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have
meanings correlative thereto.



     “Cost Savings” shall mean, for any period, without duplication of cost savings reflected in
the actual operating results for such period, cost savings actually realized during such period as
part of a cost savings plan, calculated on a pro forma basis as though such cost savings had been
realized on the first day of such period; provided that a certificate of a Financial Officer of
Holdings, certifying that such cost savings plan has been implemented and that the reflection of
the Cost Savings in the calculation of Consolidated EBITDA is fair and accurate shall have been
delivered to the Administrative Agent, and if reasonably requested by the Administrative Agent,
such cost savings shall be verified by the Independent Accountant.



     “Credit Event” shall have the meaning assigned to such term in Section 4.01.



     “Credit Facilities” shall mean the revolving credit, letter of credit, bank guarantee and term
loan facilities provided for by this Agreement.



     “Cumulative Credit” shall have the meaning assigned to such term in the February 2011 Senior
Secured Note Indenture as in effect on the Restatement Date (excluding amounts referred to in
clauses 5 and 6 of the definition thereof).



     “Daily Rate” shall mean, when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate or Foreign Base Rate.



     “Default” shall mean any event or condition which upon notice, lapse of time or both would
constitute an Event of Default.



     “Defaulting Lender” shall mean any Lender as determined by the Administrative Agent, that has
(a) failed to fund any portion of its Loans or participations in Letters of Credit within three
Business Days of the date required to be funded by it hereunder, (b) notified any Borrower, the
Administrative Agent, the Issuing Bank or any Lender in writing that it does not intend to comply
with any of its funding obligations under this Agreement or has made a public statement to the
effect that it does not intend to comply with its funding obligations under this Agreement or under
other agreements in which it commits to extend credit, (c) failed, within three Business Days after
request by the Administrative Agent, to confirm that it will comply with the terms of this
Agreement



14









 




relating to its obligations to fund prospective Loans and participations in then
outstanding Letters of Credit, (d) otherwise failed to pay over to the Administrative Agent or any
other Lender any other amount required to be paid by it hereunder within three Business Days of the
date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has
a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee, custodian or similar entity
appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval
of or acquiescence in any such proceeding or appointment or has a parent company that has become
the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
custodian or similar entity appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or appointment.




     “Designated Excluded Subsidiaries” shall have the meaning assigned to such term in Section
5.12(b).



     “Designated Foreign Currency” shall mean Euro or, with respect to any Other Term Loan
Commitments and Other Revolving Credit Commitments, Canadian Dollars or any other freely available
currency reasonably requested by a Borrower and reasonably acceptable to the Administrative Agent
and any applicable Issuing Bank.



     “Discount Range” shall have the meaning assigned to such term in Section 2.12(b)(i).



     “Disqualified Institution” shall mean (a) any institution (and its known Affiliates)
identified by Holdings in writing to the Administrative Agent from time to time as being adverse
to Holdings or any of its Affiliates in any actual or threatened lawsuit and (b) business
competitors of Holdings and its Subsidiaries identified by Holdings in writing to the
Administrative Agent from time to time and their known Affiliates.



     “Disqualified Stock” shall mean any Equity Interest that, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon the happening of
any event, (a) matures (excluding any maturity as the result of an optional redemption by the
issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment
of any cash dividend or any other scheduled payment constituting a return of capital (other than a
return of capital payable solely in shares of Qualified Capital Stock), in each case at any time on
or prior to the date that is 91 days after the Latest Term Loan Maturity Date in effect at the time
of issuance of such Equity Interest, or (b) is convertible into or exchangeable (unless at the sole
option of the issuer thereof) for (i) debt securities or (ii) any Equity Interest referred to in
clause (a) above, in each case at any time prior to the date that is 91 days after the Latest Term
Loan Maturity Date in effect at the time of issuance of such Equity Interest (other than (i) upon
payment in full of the Obligations (other than indemnification and other contingent obligations for
which no claim has been made) or (ii) upon a “change in control”; provided that any payment
required pursuant to this clause (ii) is subject to the prior repayment in full of the Obligations
(other than indemnification and other



15









 




contingent obligations for which no claim has been made) that
are accrued and payable and the termination of the Commitments); provided further, however, that if
such Equity Interest is issued to any employee or to any plan for the benefit of employees of
Holdings or the Subsidiaries or by any such plan to such employees, such Equity Interest shall not
constitute Disqualified Capital Stock solely because it may be required to be repurchased by
Holdings or the Subsidiaries in order to satisfy applicable statutory or regulatory obligations or
as a result of such employee’s termination, death or disability.




     “Dollar Equivalent” shall mean, on any date of determination, with respect to any amount
denominated in a currency other than Dollars, the equivalent in Dollars of such amount, determined
by the Administrative Agent using the Exchange Rate at the time in effect.



     “Dollars” or “$” shall mean lawful money of the United States of America.



     “Domination Agreements” shall mean the Existing Domination Agreements and any domination
agreements and/or profit and loss pooling agreements (Beherrschungs- und/oder
Gewinnabführungsvertrag) entered after the Closing Date pursuant to Section 5.17.



     “Dutch Borrower” shall have the meaning assigned to such term in the introductory statement to
this Agreement.



     “Eligible Assignee” shall mean (a) in the case of Term Loans and Term Loan Commitments, (i) a
Lender, (ii) an Affiliate of a Lender, (iii) a Related Fund of a Lender and (iv) any other Person
(other than a natural person) approved by the Administrative Agent and, unless an Event of Default
has occurred and is continuing, the applicable Borrowers (each such approval not to be unreasonably
withheld or delayed), and (b) in the case of any assignment of a Revolving Credit Commitment, (i) a
Revolving Credit Lender, (ii) an Affiliate of a Revolving Credit Lender, (iii) a Related Fund of a
Revolving Credit Lender and (iv) any other Person (other than a natural person), in the case of
each of the foregoing clauses, approved by the Administrative Agent and each applicable Issuing
Bank and, in the case of clauses (b)(iii) and (b)(iv), unless an Event of Default has occurred and
is continuing, the applicable Borrowers (each such approval not to be unreasonably withheld or
delayed); provided further that notwithstanding the foregoing, the term “Eligible Assignee” shall
not include Holdings, any Borrower or any of their respective Affiliates.



     “Environmental Laws” shall mean all Federal, state, local and foreign laws (including common
law), treaties, regulations, rules, ordinances, codes, decrees, judgments, binding directives,
orders (including consent orders), and binding agreements in each case, relating to the
environment, the preservation or reclamation of natural resources, endangered or threatened
species, protection of the climate, human health and safety as they relate to exposure to Hazardous
Materials, or the presence or Release of, exposure to, or the generation, distribution, use,
treatment, storage, transport, recycling or handling of, or the arrangement for such activities
with respect to, Hazardous Materials.



16









 





     “Environmental Liability” shall mean all liabilities, obligations, damages, losses, claims,
actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including
administrative oversight costs, natural resource damages, costs of medical monitoring, remediation
costs and reasonable fees and expenses of attorneys and consultants), whether contingent or
otherwise, arising out of or relating to (a) compliance or noncompliance with any Environmental
Law, (b) the generation, use, handling, distribution, recycling, transportation, storage, treatment
or disposal (or the arrangement for such activities) of any Hazardous Materials, (c) exposure to
any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.



     “Environmental Permits” shall mean any permit, license or other approval required under any
Environmental Law.



     “EONIA Rate” shall mean, for any day, (a) with respect to Loans denominated in Euros, a
fluctuating rate per annum equal to the EONIA Rate calculated by the European Central Bank and
published on the Reuters Screen EONIA Page or any other service selected by the Administrative
Agent, reflecting the weighted average of all overnight unsecured lending transactions in the
interbank market for Euros, initiated within the Euro area by the contributing panel banks or, if
such rate does not appear on such page for any day which is a Business Day, the average of the
quotations for such day on overnight unsecured lending transactions in Euros received by the
European Administrative Agent from three banks in the European Union of recognized standing
selected by it and (b) with respect to Loans denominated in a Designated Foreign Currency other
than Euros, the “EONIA Rate” as defined in the applicable Incremental Assumption Agreement. The
term “Reuters Screen EONIA Page” means the display designated as page “EONIA” on the Reuters
Monitor Money Rates Service (or such other page as may replace the EONIA page on that service for
the purpose of displaying such Euro Overnight Index Average Rate).



     “Equity Interests” shall mean shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity interests
in any Person, and any option, warrant or other right entitling the holder thereof to purchase or
otherwise acquire any such equity interest.



     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be
amended from time to time.



     “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that,
together with Holdings or any Subsidiary is treated as a single employer under Section 414 (b) and
(c) of the Code but for purposes of Sections 412 and 430, shall include clauses (m) and (o).



     “ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day
notice period is waived by regulation), (b) the failure of any Plan to



17









 




satisfy the minimum funding
standard applicable to such Plan within the meaning of Section 412 of the Code or Section 302 of
ERISA), whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or
Section 303(c) of ERISA of an application for a waiver of the minimum funding standard with respect
to any Plan, (d) the incurrence by Holdings, any Material Subsidiary or any ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or
partial withdrawal of Holdings, any Material Subsidiary or any of ERISA Affiliates from any Plan or
Multiemployer Plan, (e) the receipt by Holdings or any of its ERISA Affiliates from the PBGC or the
administrator of any Plan or Multiemployer Plan of any notice relating to the intention to
terminate any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan, (f) the
adoption of any amendment to a Plan that would require the provision of security pursuant to
Section 436(f) of the Code or Section 206 of ERISA, (g) the receipt by Holdings, any Material
Subsidiary or any ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from
Holdings, any Material Subsidiary or any ERISA Affiliates of any notice, concerning the imposition
of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or “in reorganization”, “endangered” or “critical” status within the meaning of Title IV
of ERISA, (h) the occurrence of a “prohibited transaction” with respect to which Holdings or any
Subsidiary is a “disqualified person” (within the meaning of Section 4975 of the Code) or with
respect to which Holdings or any such Subsidiary could otherwise be liable, (i) any Foreign Benefit
Event or (j) the occurrence of any other similar event or condition with respect to a Plan or
Multiemployer Plan that could result in liability (other than liability incurred in the ordinary
course of business) of Holdings or any Material Subsidiary in each case in excess of $10,000,000.




     “Escrow Subsidiary” shall mean one or more subsidiaries created by Holdings for the purpose of
issuing or incurring Indebtedness, the proceeds of which shall be deposited and held in escrow
pursuant to customary escrow arrangements pending their use to finance a contemplated Permitted
Acquisition. Until such time as the proceeds of such Indebtedness have been released from escrow
in accordance with the applicable escrow arrangements (the “Escrow Release Effective Time”), each
relevant Escrow Subsidiary shall be deemed not to be a Subsidiary for any purpose of this Agreement
and the other Loan Documents; provided that (a) each Escrow Subsidiary shall be identified to the
Administrative Agent promptly following its formation (and in any event prior to its incurrence of
any Indebtedness) and (b) as of and after the Escrow Release Effective Time, each relevant Escrow
Subsidiary shall be a Subsidiary for all purposes of this Agreement and the other Loan Documents.



     “EURIBO Rate” shall mean, with respect to any Eurocurrency Borrowing denominated in Euro for
any Interest Period, the rate per annum equal to the Banking Federation of the European Union
EURIBO Rate (“BFEA EURIBOR”), as published by Telerate (or another commercially available source
providing quotations of BFEA EURIBOR as designated by the Administrative Agent from time to time)
at approximately 11:00 a.m., London time, two Target Days prior to the commencement of such
Interest Period, for deposits in Euro (for delivery on the first day of such Interest Period) with
a term equivalent to such Interest Period; provided that if such rate is not available at such time
for any reason, then the “EURIBO Rate” for such Interest Period



18









 




shall be the rate per annum
determined by the Administrative Agent to be the rate at which deposits in Euro for delivery on the
first day of such Interest Period in same day funds and with a term equivalent to such Interest
Period would be offered by the Administrative Agent in the European interbank market at their
request at approximately 11:00 a.m., London time, two Target Days prior to the commencement of such
Interest Period.




     “Euro” or “€” shall mean the single currency of the European Union as constituted by the
Treaty on European Union and as referred to in the legislative measures of the European Union for
the introduction of, changeover to or operation of the Euro in one or more member states.



     “Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to
the Adjusted LIBO Rate.



     “European Borrowers” shall have the meaning assigned to such term in the introductory
statement to this Agreement.



     “European L/C Disbursement” shall mean a payment or disbursement made by any Issuing Bank
pursuant to a European Letter of Credit issued by such Issuing Bank.



     “European L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of
all outstanding European Letters of Credit at such time and (b) the aggregate principal amount of
all European L/C Disbursements that have not yet been reimbursed by or on behalf of the European
Borrowers at such time. The European L/C Exposure of any European Revolving Credit Lender at any
time shall equal its Pro Rata Percentage of the aggregate European L/C Exposure at such time.



     “European Letter of Credit” shall mean any letter of credit or bank guarantee issued by an
Issuing Bank pursuant to Section 2.22 at the request of a European Borrower for the account of
itself or any other Wholly Owned Subsidiary of Holdings. All European Letters of Credit will be
denominated in Euro.



     “European Revolving Credit Commitment” shall mean, with respect to each European Revolving
Credit Lender, the commitment of such Lender to make European Revolving Loans hereunder (and to
acquire participations in Letters of Credit as provided for herein) as set forth on Schedule 2.01,
or in the Assignment and Acceptance pursuant to which such Lender assumed its European Revolving
Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to
Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04.



     “European Revolving Credit Exposure” shall mean, with respect to any European Revolving Credit
Lender at any time, the aggregate principal amount at such time of all outstanding European
Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s European
L/C Exposure.



19









 





     “European Revolving Credit Lender” shall mean a Lender with a European Revolving Credit
Commitment or an outstanding European Revolving Loan.



     “European Revolving Loans” shall mean the revolving loans made by the Lenders to a European
Borrower pursuant to clause (ii) of Section 2.01(a).



     “European Term Borrowers” shall have the meaning assigned to such term in the introductory
statement to this Agreement.



     “European Term Lender” shall mean a Lender with an outstanding European Term Loan.



     “European Term Loan Maturity Date” shall mean February 9, 2018.



     “European Term Loans” shall mean the “Incremental European Term Loans” as defined in Amendment
No. 4. As of the Second Restatement Date, the aggregate outstanding principal amount of the
European Term Loans is €249,375,000.



     “Events of Default” shall mean any of the events specified in clauses (a) through (r) of
Article VII; provided that any requirement set forth therein for the giving of notice, the lapse of
time, or both, has been satisfied.



     “Excess Cash Flow” shall mean, for any fiscal year of Holdings the excess of (a) the sum,
without duplication, of (i) Consolidated EBITDA for such fiscal year and (ii) any decrease in
working capital of Holdings and its Subsidiaries from the beginning to the end of such fiscal year
as disclosed in the most recent consolidated statement of cashflows of Holdings and its
Subsidiaries as changes in trade debtors, inventories and trade creditors over (b) the sum, without
duplication, of (i) the amount of any Taxes paid or payable in cash by Holdings and the
Subsidiaries with respect to such fiscal year, (ii) Consolidated Interest Expense for such fiscal
year paid in cash, (iii) non recurring fees, expenses or charges paid in cash in connection with
the consummation and implementation of the Transactions, the Company Post-Closing Reorganization
and in connection with any offering of Equity Interests, investment or Indebtedness permitted by
this Agreement (whether or not consummated), (iv) Restructuring Costs paid in cash, (v) Cost
Savings, (vi) expenses or charges paid in cash which are of an abnormal, unusual, extraordinary or
non-recurring nature, (vii) Capital Expenditures made in cash in accordance with Section 6.10
during such fiscal year, except to the extent financed with the proceeds of Indebtedness, equity
issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in
Consolidated EBITDA, (viii) the consideration paid in connection with Permitted Acquisitions (and
transaction related fees and expenses, including financing fees, merger and acquisition fees,
accounting, due diligence and legal fees and other fees and expenses in connection therewith), in
each case paid or made in cash during such fiscal year, except to the extent financed with the
proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other
proceeds that would not be included in Consolidated EBITDA, (ix) the amount of any contributions
made during such fiscal year by Holdings or any Subsidiary to any Plan, Multiemployer Plan or
Foreign Pension Plan, to the extent not deducted in



20









 




determining Consolidated EBITDA for such fiscal
year, (x) permanent repayments of Indebtedness (other than (x) repurchases of Term Loans made
pursuant to Section 2.12(b), (y) mandatory prepayments of Loans under Section 2.13, and
(z) Voluntary Prepayments) made in cash by Holdings and the Subsidiaries during such fiscal year,
but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or
redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of
such Indebtedness and (xi) any increase in working capital of Holdings and its Subsidiaries from
the beginning to the end of such fiscal year as disclosed in the most recent consolidated statement
of cashflows of Holdings and its Subsidiaries as changes in trade debtors, inventories and trade
creditors. In calculating the decrease or increase in working capital of Holdings and its
Subsidiaries, there shall be excluded the effect of any Permitted Acquisition during such period as
well as the impact of movements in foreign currencies.




     “Exchange Act” shall mean the United States Securities and Exchange Act of 1934, as amended
from time to time.



     “Exchange Rate” shall mean, on any day, with respect to any currency to be translated into
Dollars or Euro, the rate at which such currency may be exchanged into Dollars or Euro, as the case
may be, as set forth at approximately 11:00 a.m., London time, on such day on the Reuters World
Currency Page for such currency. In the event that such rate does not appear on the Reuters World
Currency Page, the Exchange Rate shall be determined by reference to such other publicly available
service for displaying exchange rates as may be agreed upon by the Administrative Agent and the
Borrowers, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic
average of the spot rates of exchange of the Administrative Agent in the market where its foreign
currency exchange operations in respect of such currency are then being conducted, at or about
10:00 a.m., Local Time, on such date for the purchase of Dollars or Euro, as the case may be, for
delivery two Business Days later; provided, however, that if at the time of any such determination,
for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation
with the Borrowers, may use any reasonable method it deems appropriate to determine such rate, and
such determination shall be presumed correct absent manifest error.



     “Excluded Subsidiary” shall mean:




     (a) each Subsidiary listed on Schedule 1.01(c), being all the Excluded Subsidiaries
existing on the Second Restatement Date;




     (b) each other Subsidiary formed or acquired after the Closing Date that is not a
Wholly Owned Subsidiary of Holdings;




     (c) each Subsidiary that (i) is not organized in a Guarantor Jurisdiction, (ii) as of
the last day of the fiscal quarter of Holdings most recently ended for which financial
statements are available, did not have gross assets (excluding intra group items but including
investments in Subsidiaries) in excess of 1.0% of the Consolidated Total Assets and (iii) for
the period of four consecutive fiscal quarters



21









 






of Holdings most recently ended for which
financial statements are available, did not have earnings before interest, tax, depreciation
and amortization calculated on the same basis as Consolidated EBITDA in excess of 1.0% of the
Consolidated EBITDA;




     (d) each Inactive Subsidiary;




     (e) each Securitization Subsidiary; and




     (f) each Subsidiary which, in accordance with the Agreed Security Principles, is not
required to provide a Guarantee with respect to the Obligations and which does not Guarantee
the Obligations, any Senior Secured Notes or any Senior Unsecured Notes;



     provided that no Subsidiary set forth on Schedule 1.01(e) shall be an Excluded Subsidiary.



     “Excluded Taxes” shall mean (a) Taxes imposed as a result of a present or former connection
between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising
solely from such Recipient having executed, delivered, enforced, become a party to, performed its
obligations, received payments, received or perfected a security interest under, or engaged in any
other transaction pursuant to, this Agreement or any Loan Document), except as provided for in
Section 2.14(a), (b) any withholding Taxes resulting from a failure by the applicable Recipient
(other than a failure resulting from a Change in Law or from the application of Section 2.20(f))
to comply with Sections 2.20(e) and 2.20(g), (c) in the case of a U.S. Recipient, any U.S. Federal
withholding Taxes, except to the extent such withholding Taxes result from a Change in Law that
occurred after the date such U.S. Recipient becomes a party to this Agreement (or designates a new
lending office) and (d) any Taxes arising under FATCA, including any regulations or official
interpretations thereof.



     “Existing Collateral” shall mean the “Collateral” as defined in each of the Subordinated Note
Indentures.



     “Existing Credit Agreement” shall mean the Amended and Restated Credit Agreement dated as of
February 9, 2011 (as amended, supplemented or otherwise modified prior to the Second Restatement
Date), among Holdings, the Borrowers, the lenders party thereto and Credit Suisse AG, as
administrative agent.



     “Existing Domination Agreements” shall mean the domination agreements (Beherrschungsverträge)
and/or profit and loss pooling agreements (Gewinnabführungsverträge) as registered in the
commercial register extracts (Handelsregisterausdrucke) or filed for registration with the
competent commercial register according to the commercial register extracts
(Handelsregisterausdrucke) or registration filings delivered for the Loan Parties incorporated in
Germany pursuant to Section 4.02(c) of the Original Credit Agreement.



22









 





     “Existing Intercreditor Agreement” shall mean the Intercreditor Agreement dated May 11, 2007,
as amended and restated as of the Closing Date, among Holdings, BP I, the other obligors signatory
thereto, and Credit Suisse AG, on behalf of the senior lenders thereunder, and as senior agent,
security trustee and senior issuing bank thereunder.



     “Existing Letter of Credit” shall mean each Letter of Credit previously issued for the account
of a Borrower that (a) is outstanding on the Closing Date and (b) is listed on Schedule 1.01(a).



     “Failed Auction” shall have the meaning assigned to such term in Section 2.12(b)(iii).



     “FATCA” shall mean Section 1471 through 1474 of the Code, as of the Second Restatement Date.



     “FBR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the
Foreign Base Rate. Notwithstanding anything to the contrary contained herein, Loans may be
maintained as FBR Revolving Loans only to the extent specified in Section 2.08, 2.10(vii) or 2.15.



     “February 2011 Senior Secured Note Indenture” shall mean the senior secured note Indenture
dated as of February 1, 2011, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties
party thereto and the Indenture Trustee, pursuant to which the February 2011 Senior Secured Notes
were issued.



     “February 2011 Senior Secured Notes” shall mean the Senior Secured Notes issued on February 1,
2011, by the Luxembourg Issuer and the U.S. Issuers in an aggregate principal amount of
$1,000,000,000, including any Senior Secured Notes into which such notes may be exchanged in
accordance with the provisions of the February 2011 Senior Secured Note Indenture.



     “February 2011 Senior Unsecured Note Indenture” shall mean the senior unsecured note Indenture
dated as of February 1, 2011, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties
party thereto and the Indenture Trustee, pursuant to which the February 2011 Senior Unsecured Notes
were issued.



     “February 2011 Senior Unsecured Notes” shall mean the Senior Unsecured Notes issued on
February 1, 2011, by the Luxembourg Issuer and the U.S. Issuers in an aggregate principal amount of
$1,000,000,000, including any Senior Unsecured Notes into which such notes may be exchanged in
accordance with the provisions of the February 2011 Senior Unsecured Note Indenture.



     “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day that is a Business Day, the average of
the quotations for the day for such



23









 




transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.




     “Fee Letter” shall mean the Engagement Letter dated November 4, 2009, among Holdings, the
Administrative Agent and Credit Suisse Securities (USA) LLC.



     “Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the L/C Participation
Fees and the Issuing Bank Fees.



     “Financial Officer” of any Person shall mean the chief financial officer, principal accounting
officer, treasurer or controller of such Person.



     “First Lien Intercreditor Agreement” shall mean the Intercreditor Agreement dated as of
November 5, 2009, as amended on January 21, 2010, among the Administrative Agent, the Indenture
Trustee, the Collateral Agents, the grantors party thereto and each additional representative from
time to time party thereto, attached hereto as Exhibit G.



     “Foreign Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a)
with respect to Loans denominated in Euros, (i) the rate of interest per annum determined by the
Administrative Agent and notified to the European Borrowers to be its prime rate for short-term
loans in Euro, (ii) the EONIA Rate in effect on such day plus 1/2 of 1%, (iii) the EURIBO Rate on
such day for a three month Interest Period commencing on the second Business Day after such day
plus 1% and (iv) 3% per annum and (b) with respect to Loans denominated in a Designated Foreign
Currency other than Euros, the “Foreign Base Rate” as defined in the applicable Incremental
Assumption Agreement. The Foreign Base Rate under clause (a)(i) is set by the Administrative Agent
based upon various factors including its costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which may be priced at,
above or below such rate.



     “Foreign Benefit Event” shall mean, with respect to any Foreign Pension Plan, (a) the
existence of unfunded liabilities in excess of the amount of unfunded liabilities permitted under
any applicable law, or in excess of the amount that would be permitted absent a waiver from a
Governmental Authority, (b) the failure to make the required contributions or payments, under any
applicable law, on or before the due date for such contributions or payments, (c) the receipt of a
notice by a Governmental Authority relating to the intention to terminate any such Foreign Pension
Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or
alleging the insolvency of any such Foreign Pension Plan, (d) the incurrence of any liability in
excess of €1,000,000 by Holdings or any Subsidiary under applicable law on account of the complete
or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any
participating employer therein or (e) the occurrence of any transaction that is prohibited under
any applicable law and that could reasonably be expected to result in the incurrence of any
liability by Holdings or any Subsidiary, or the imposition on Holdings or any Subsidiary of any
fine, excise tax or penalty resulting from any noncompliance with any applicable law, in each case
in excess of €10,000,000.



24









 





     “Foreign Collateral Agreement” shall mean each security agreement that is stated to be
governed by the law of a jurisdiction outside of the United States and that is required by the
Administrative Agent and any Collateral Agent to grant Liens in certain of the assets of the Loan
Parties party thereafter in favor of such Collateral Agent and/or the “Pledgees” (as defined
therein), for the benefit of the “Secured Parties” and/or the “Pledgees” (each as defined therein),
in form and substance reasonably satisfactory to the Administrative Agent and such Collateral Agent
and subject to the Agreed Security Principles.



     “Foreign Pension Plan” shall mean any benefit plan that under applicable law outside of the
United States is required to be funded through a trust or other funding vehicle other than a trust
or funding vehicle maintained exclusively by a Governmental Authority, provided that, for the
avoidance of doubt, a “Foreign Pension Plan” does not include a “Plan”.



     “GAAP” shall initially mean IFRS; provided, however, that from and after the effectiveness of
any change permitted by Section 6.13(b) until the effective time of any subsequent change permitted
by Section 6.13(b), “GAAP” shall mean the accounting principles used for financial reporting by
Holdings at the effective time of such change.



     “German Borrower” shall have the meaning assigned to such term in the introductory statement
to this Agreement.



     “Governmental Authority” shall mean any Federal, state, local or foreign court or governmental
agency, authority, instrumentality or regulatory body.



     “Graeme Hart” shall mean (a) Mr. Graeme Richard Hart (or his estate, heirs, executor,
administrator or other personal representative, or any of his immediate family members or any
trust, fund or other entity which is controlled by his estate, heirs or any of his immediate family
members), and any of his or their Affiliates (each a “Hart Party”) and (b) any Person that forms a
group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any
successor provision) with any Hart Party; provided that in the case of clause (b), (i) one or more
Hart Parties own a majority of the voting power of the Equity Interests of Holdings or any Parent
Company, as applicable, (ii) no other Person has beneficial ownership of any of the Equity
Interests included in determining whether the threshold set forth in clause (i) has been satisfied
and (iii) one or more Hart Parties control a majority of the Board of Directors of Holdings or any
Parent Company, as applicable.



     “Graham Packaging” shall mean Graham Packaging Holdings Company, a Pennsylvania limited
partnership.



     “Graham Packaging Closing Date” shall mean the “Closing Date” as defined in Amendment No. 6.



     “Graham Packaging Credit Agreement” shall mean the Credit Agreement, dated as of October 7,
2004, among Graham Packaging, Graham Packaging Company, L.P., as the borrower, GPC Capital Corp. I,
as the co- borrower, the lenders named therein and



25









 




Deutsche Bank AG Cayman Islands Branch, as
administrative agent and as collateral agent, as amended from time to time prior to the Second
Restatement Date.




     “Graham Packaging Merger Agreement” shall mean the Agreement and Plan of Merger dated as of
June 17, 2011, by and among Holdings, Bucephalas Acquisition Corp. and Graham Packaging Company
Inc., as amended from time to time.



     “Graham Packaging Note Documents” shall mean each Graham Packaging Note Indenture and all
other instruments, agreements and documents evidencing or governing the Graham Packaging Notes or
providing any Guarantee or other right in respect thereof.



     “Graham Packaging Note Indenture” shall mean each of (a) the Indenture dated as of October 7,
2004, between, among others, Graham Packaging Company, L.P., GPC Capital Corp. I, Graham Packaging
and The Bank of New York, as trustee, (b) the Indenture, dated as of November 24, 2009, between,
among others, Graham Packaging Company, L.P., GPC Capital Corp. I, Graham Packaging and The Bank of
New York Mellon, as trustee, and (c) the Indenture dated as of September 23, 2010, between, among
others, Graham Packaging Company, L.P., GPC Capital Corp. I, Graham Packaging and The Bank of New
York Mellon, as trustee.



     “Graham Packaging Notes” shall mean the Graham Packaging Senior Notes and the Graham Packaging
Subordinated Notes.



     “Graham Packaging Secured Intercompany Loans” shall mean (i) the loans from RGHI to Graham
Packaging or any of its subsidiaries that may incur the same in compliance with the Graham
Packaging Note Documents, made on the Graham Packaging Closing Date and having the terms described
in Exhibit I or such other terms acceptable to the Administrative Agent, and (ii) any additional
loans by RGHI to Graham Packaging or any of such subsidiaries pursuant to the Graham Packaging
Secured Intercompany Loan Documents after the Graham Packaging Closing Date.



     “Graham Packaging Secured Intercompany Loan Documents” shall mean the loan agreement, security
agreements, mortgages, guarantees and all other instruments, agreements and documents evidencing or
governing the Graham Packaging Secured Intercompany Loans or providing any Guarantee thereof,
security therefor or other rights in respect thereof.



     “Graham Packaging Senior Notes” shall mean (a) the 8.25% Senior Notes of Graham Packaging
Company, L.P. and GPC Capital Corp. I due 2017 and (b) the 8.25% Senior Notes of Graham Packaging
Company, L.P. and GPC Capital Corp. I due 2018.



     “Graham Packaging Subordinated Notes” shall mean the 9.875% Senior Subordinated Notes of
Graham Packaging Company, L.P. and GPC Capital Corp. I due 2014.



     “Graham Packaging Transactions” shall mean the “Transactions” as defined in Amendment No. 6.



26









 





     “Granting Lender” shall have the meaning assigned to such term in Section 9.04(j).



     “Guarantee” of or by any Person shall mean any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation of any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation
or to purchase (or to advance or supply funds for the purchase of) any security for the payment of
such Indebtedness or other obligation, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation of the payment of
such Indebtedness or other obligation or (c) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation; provided, however, that the term “Guarantee”
shall not include endorsements for collection or deposit in the ordinary course of business.



     “Guarantor Joinder” shall mean a joinder agreement to this Agreement entered into by a
Subsidiary Guarantor and accepted by the Administrative Agent, in the form of Exhibit D or such
other form as shall be approved by the Administrative Agent.



     “Guarantor Jurisdiction” shall mean a jurisdiction where one or more Loan Parties is
organized.



     “Guarantors” shall mean Holdings, BP I, the Borrowers and the Subsidiary Guarantors.



     “Hazardous Materials” shall mean (a) any petroleum products or byproducts and all other
hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, chlorofluorocarbons and all other ozone-depleting substances and (b) any chemical,
material, substance or waste that is prohibited, limited or regulated by or pursuant to any
Environmental Law.



     “Hedge Provider” shall mean each counterparty to any Hedging Agreement with a Loan Party that
either (i) is in effect on the Closing Date if such counterparty is the Administrative Agent, a
Lender or an Affiliate of the Administrative Agent or a Lender as of the Closing Date or (ii) is
entered into after the Closing Date if such counterparty is Administrative Agent, a Lender or an
Affiliate of the Administrative Agent or a Lender at the time such Hedging Agreement is entered
into; provided that, in each case, such Person has executed and delivered to the Administrative
Agent an Additional Bank Secured Party Acknowledgment, which has not been cancelled.



     “Hedging Agreement” shall mean any interest rate protection agreement, foreign currency
exchange agreement, commodity price protection agreement or other interest or currency exchange
rate or commodity price hedging arrangement.



27









 





     “Holdings” shall have the meaning assigned to such term in the introductory statement to this
Agreement; provided that, in the event of a Midco Reorganization, the term “Holdings” shall mean
Midco.



     “IFRS” shall mean International Financial Reporting Standards issued by the International
Accounting Standards Board applied on a consistent basis.



     “Immaterial Subsidiary” shall mean any Subsidiary that (a) as of the last day of the fiscal
quarter of Holdings most recently ended for which financial statements are available, did not have
gross assets (excluding intra group items but including investments in Subsidiaries) in excess of
1.0% of the Consolidated Total Assets and (b) for the period of four consecutive fiscal quarters of
Holdings most recently ended for which financial statements are available, did not have earnings
before interest, tax, depreciation and amortization calculated on the same basis as Consolidated
EBITDA in excess of 1.0% of the Consolidated EBITDA; provided that if the Immaterial Subsidiaries
taken as a whole would have, as of the last day of the fiscal quarter of Holdings most recently
ended for which financial statements are available, gross assets (excluding intra group items but
including investments in Subsidiaries, without duplication) in excess of 10.0% of the Consolidated
Total Assets or would have, for the most recently ended period of four consecutive fiscal quarters
of Holdings for which financial statements are available, aggregate earnings before interest, tax,
depreciation and amortization calculated on the same basis as Consolidated EBITDA in excess of
10.0% of the Consolidated EBITDA, then Holdings shall designate one or more of such Subsidiaries to
cease being Immaterial Subsidiaries to the extent necessary to eliminate such excess, and upon such
designation such designated Subsidiaries shall cease to be Immaterial Subsidiaries. On the Second
Restatement Date, a Responsible Officer of Holdings shall deliver a certificate certifying a list
of names of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually
qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed
the limitations set forth above.



     “Inactive Subsidiary” shall mean any Subsidiary (other than BP I, BP II and the Borrowers)
that (a) does not conduct any business operations, (b) has assets with a book value not in excess
of $100,000 and (c) does not have any Indebtedness outstanding.



     “Incremental Assumption Agreement” shall mean an Incremental Assumption Agreement among, and
in form and substance reasonably satisfactory to, each applicable Borrower, the Administrative
Agent and one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as the case
may be.



     “Incremental Facility Amount” shall mean, on any date of determination, (x) with respect to
the incurrence of Indebtedness under Section 6.01(m), the excess, if any, of (a) $750,000,000 (it
being understood that such amount shall not be subject to reduction as a result of the making of
the Tranche C Term Loans on the Second Restatement Date) over (b) the sum of (i) the aggregate
amount of all Incremental Term Loan Commitments and Incremental Revolving Credit Commitments, in
each case, established pursuant to Section 2.23 after the Second Restatement Date and
prior to such date of determination and (ii) the aggregate principal amount of Indebtedness
incurred



28









 




pursuant to Section 6.01(m) after the Second Restatement Date and prior to such
date of determination; provided, however, that, to the extent (A) the proceeds of any Incremental
Term Loans made after the Second Restatement Date are used concurrently with the incurrence thereof
to prepay then-outstanding Term Loans of a Class or Classes and (B) concurrently with the
establishment of any Incremental Revolving Credit Commitments, the then outstanding Revolving
Credit Commitments of a Class or Classes are permanently reduced on a pro tanto basis, the
establishment of such Incremental Term Loan Commitments and Incremental Revolving Credit
Commitments shall not reduce the Incremental Facility Amount determined pursuant to this clause
(a), and (y) with respect to the incurrence of Indebtedness under Section 2.23, the greater of the
amount set forth under clause (x) above and the maximum principal amount of Indebtedness that, if
fully drawn on such date of determination, would not cause the Senior Secured Leverage Ratio,
calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness and the
application of proceeds therefrom, to exceed 3.5 to 1.0.




     “Incremental Lender” shall mean an Incremental Revolving Credit Lender or an Incremental Term
Lender.



     “Incremental Revolving Credit Commitment” shall mean any increased or incremental Revolving
Credit Commitment provided pursuant to Section 2.23.



     “Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit
Commitment or an outstanding Revolving Loan of any Class as a result of an Incremental Revolving
Credit Commitment.



     “Incremental Revolving Loan” shall mean Revolving Loans made by one or more Lenders to one or
more Borrowers pursuant to their Incremental Revolving Credit Commitments. Incremental Revolving
Loans may be made in the form of additional Revolving Loans or, to the extent permitted by Section
2.23 and provided for in the relevant Incremental Assumption Agreement, Other Revolving Loans.



     “Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an
outstanding Incremental Term Loan.



     “Incremental Term Loan Commitment” shall mean the commitment of any Lender, established
pursuant to Amendment No. 6 or Section 2.23, to make Incremental Term Loans to one or more Term
Borrowers and shall include the Tranche C Term Loan Commitments.



     “Incremental Term Loan Maturity Date” shall mean, with respect to any Incremental Term Loans
made after the Second Restatement Date, the final maturity date of such Incremental Term Loans, as
set forth in the applicable Incremental Assumption Agreement.



     “Incremental Term Loan Repayment Dates” shall mean, with respect to any Incremental Term Loans
made after the Second Restatement Date, the dates scheduled for the repayment of principal thereof,
as set forth in the applicable Incremental Assumption Agreement.



29









 





     “Incremental Term Loans” shall mean Term Loans made by one or more Lenders to one or more Term
Borrowers pursuant to Section 2.01(b). Incremental Term Loans may be made in the form of
additional Term Loans or, to the extent permitted by Section 2.23 and provided for in the relevant
Incremental Assumption Agreement, Other Term Loans.



     “Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of
such Person upon which interest charges are customarily paid, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property or assets purchased
by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price
of property or services (excluding trade accounts payable and accrued obligations incurred in the
ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the obligations secured thereby have been
assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease
Obligations of such Person, (i) net obligations of such Person under any Hedging Agreements, valued
at the Agreement Value thereof, (j) all obligations of such Person to purchase, redeem, retire,
defease or otherwise make any payment in respect of any Equity Interests of such Person or any
other Person or any warrants, rights or options to acquire such equity interests, valued, in the
case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends, (k) all obligations of such Person as an account
party in respect of letters of credit and bank guarantees, (l) all obligations of such Person in
respect of bankers’ acceptances and (m) with respect to Holdings and the Subsidiaries, the
Securitization Amount; provided that Indebtedness shall not include (A) purchase price holdbacks
arising in the ordinary course of business in respect of a portion of the purchase price of an
asset to satisfy unperformed obligations of the seller of such asset or (B) earn-out and other
contingent obligations until such obligations become a liability on the balance sheet of such
Person in accordance with GAAP; provided, further, that if any Indebtedness under clause (f) is
recourse only to the property so securing it, then the amount thereof shall be deemed to be equal
to the lesser of the aggregate principal amount of such Indebtedness and the fair market value of
such property. The Indebtedness of any Person shall include the Indebtedness of any partnership in
which such Person is a general partner.



     “Indemnified Taxes” shall mean Taxes (including Other Taxes), other than Excluded Taxes.



     “Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).



     “Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as trustee under
each of the Senior Secured Note Indenture entered into on the Closing Date, the October 2010 Senior
Secured Note Indenture and the February 2011 Senior Secured Note Indenture.



30









 





     “Independent Accountant” shall mean PricewaterhouseCoopers or other independent public
accountants of recognized national standing.



     “Information” shall have the meaning assigned to such term in Section 9.16.



     “Intercreditor Agreements” shall mean the First Lien Intercreditor Agreement and the Existing
Intercreditor Agreement.



     “Interest Coverage Ratio” shall mean, for any period, the ratio of (a) Consolidated EBITDA for
such period to (b) Consolidated Interest Expense for such period.



     “Interest Payment Date” shall mean (a) with respect to any Daily Rate Loan, the last Business
Day of each March, June, September and December, and (b) with respect to any Eurocurrency Loan, the
last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in
the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration,
each day that would have been an Interest Payment Date had successive Interest Periods of three
months’ duration been applicable to such Borrowing.



     “Interest Period” shall mean, with respect to any Eurocurrency Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if
there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3
or 6 months or, to the extent agreed to by all affected Lenders, 9 or 12 months thereafter, as the
Borrower may elect; provided, however, that (i) if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to the next succeeding Business Day
unless such next succeeding Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that begins
on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such Interest Period and (iii) no Interest Period
for any Loan shall extend beyond the maturity date of such Loan. Interest shall accrue from and
including the first day of an Interest Period to but excluding the last day of such Interest
Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.



     “IRS” shall mean the United States Internal Revenue Service.



     “Issuing Bank” shall mean, as the context may require, (a) Credit Suisse AG, acting through
any of its Affiliates or branches, in its capacity as the issuer of Letters of Credit hereunder,
(b) with respect to each Existing Letter of Credit, the Lender that issued such Existing Letter of
Credit, and (c) any other Lender that may become an Issuing Bank pursuant to Section 2.22(i) or
2.22(k), with respect to Letters of Credit issued by such Lender. Each Issuing Bank may, in its
discretion, arrange for one or more Letters of



31









 




Credit to be issued by Affiliates or branches of
such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch
with respect to Letters of Credit issued by such Affiliate or branch.




     “Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.05(c).



     “Latest Term Loan Maturity Date” shall mean, at any date of determination, the latest maturity
date applicable to any Term Loans or Term Loan Commitment hereunder at such time, in each case as
extended in accordance with this Agreement from time to time.



     “L/C Commitment” shall mean the commitment of each Issuing Bank to issue Letters of Credit
pursuant to Section 2.22.



     “L/C Disbursements” shall mean the U.S. L/C Disbursements and the European L/C Disbursements.



     “L/C Exposures” shall mean the U.S. L/C Exposures and the European L/C Exposures.



     “L/C Participation Fees” shall have the meaning assigned to such term in Section 2.05(c).



     “Legal Reservations” shall mean (a) the principle that equitable remedies may be granted or
refused at the discretion of a court and the limitation of enforcement by laws relating to
insolvency, bankruptcy, reorganization and other laws generally affecting the rights of creditors;
(b) the time barring of claims under any applicable laws, the possibility that an undertaking to
assume liability for or indemnify a Person against non payment of Taxes may be void and defenses of
set-off or counterclaim; (c) similar principles, rights and defenses under the laws of any relevant
jurisdiction; and (d) any other matters of law of general application which may limit validity,
enforceability or perfection in any relevant jurisdiction.



     “Lenders” shall mean (a) the Persons listed on Schedule 2.01 and (b) any Person that has
become a party hereto pursuant to an Assignment and Acceptance or an Incremental Assumption
Agreement (other than, in the case of clauses (a) and (b), any such Person that has ceased to be a
party hereto pursuant to an Assignment and Acceptance).



     “Letter of Credit” shall mean any standby letter of credit (which shall not include any trade
letter of credit) issued pursuant to Section 2.22 and any Existing Letter of Credit. Unless the
context otherwise requires, the term “Letter of Credit” shall include any Bank Guarantee.



     “LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period
denominated in a currency other than Euro, the rate per annum determined by the Administrative
Agent at approximately 11:00 a.m., London time, on the date that



32









 




is two Business Days prior to the
commencement of such Interest Period by reference to the British Bankers’ Association Interest
Settlement Rates for deposits in such currency (as set forth by any service selected by the
Administrative Agent that has been nominated by the British Bankers’ Association as an authorized
information vendor for the purpose of displaying such rates) for a period equal to such Interest
Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the
foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum
determined by the Administrative Agent to be the average of the rates per annum at which deposits
in the relevant currency are offered for such relevant Interest Period to major banks in the London
interbank market in London, England by the Administrative Agent at approximately 11:00 a.m., London
time, on the date that is two Business Days prior to the beginning of such Interest Period.




     “Lien” shall mean, with respect to any asset, (a) any mortgage, trust declared for the purpose
of creating a security interest in an asset, lien, pledge, encumbrance, charge or security interest
in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing).



     “Loan Documents” shall mean this Agreement, each amendment to this Agreement (including each
Incremental Assumption Agreement), the Letters of Credit, the Security Documents, each Loan
Modification Agreement, the Intercreditor Agreements, each Additional Bank Secured Party
Acknowledgment, to the extent executed and delivered, the Graham Packaging Secured Intercompany
Loan Documents, and the promissory notes, if any, executed and delivered pursuant to
Section 2.04(e).



     “Loan Modification Agreement” shall mean a Loan Modification Agreement in form and substance
reasonably satisfactory to the Administrative Agent, Holdings, the other Loan Parties and one or
more Accepting Lenders.



     “Loan Modification Offer” shall have the meaning assigned to such term in Section 9.24(a).



     “Loan Parties” shall mean Holdings, the Borrowers and the Subsidiary Guarantors.



     “Loan Parties’ Agent” shall mean Holdings.



     “Loans” shall mean the Revolving Loans and the Term Loans.



     “Local Facility” shall mean a working capital facility provided to a Subsidiary (other than
BP I, BP II, BP III and the Borrowers) by a Local Facility Provider.



     “Local Facility Provider” means a lender or other bank or financial institution that has
executed and delivered to the Administrative Agent an Additional Bank Secured Party Acknowledgment
with respect to a working capital facility provided to a Subsidiary (other than BP I, BP II, BP III
and the Borrowers).



33









 





     “Local Time” shall mean, in relation to any Borrowing by (a) the U.S. Borrowers, New York City
time, and (b) the European Borrowers, London time.



     “Luxembourg Issuer” shall mean Reynolds Group Issuer (Luxembourg) S.A., société anonyme and a
Wholly Owned Subsidiary of Holdings, with a registered office at 6, rue Gabriel Lippmann, L-5365
Munsbach, Luxembourg and registered with the Luxembourg register of commerce and companies under
number B 148.957 and its successors.



     “Management Group” shall mean the group consisting of the directors, executive officers and
other management personnel of Holdings or any Parent Company, as the case may be, on the Closing
Date together with (a) any new directors whose election by such boards of directors or whose
nomination for election by the shareholders of Holdings or any Parent Company, as applicable, was
approved by a vote of a majority of the directors of Holdings or any Parent Company, as applicable,
then still in office who were either directors on the Closing Date or whose election or nomination
was previously so approved and (b) executive officers and other management personnel of Holdings or
Parent Company, as applicable, hired at a time when the directors on the Closing Date together with
the directors so approved constituted a majority of the directors of Holdings or Parent Company, as
applicable.



     “Mandatory Cost” shall mean the percentage rate per annum calculated by the Administrative
Agent in accordance with Exhibit L.



     “Margin Stock” shall have the meaning assigned to such term in Regulation U.



     “Material Adverse Effect” shall mean (a) a materially adverse effect on the business, assets,
liabilities, operations, condition (financial or otherwise) or operating results of Holdings and
the Subsidiaries, taken as a whole, or (b) a material impairment of the rights and remedies
available to the Lenders, taken as a whole, under any Loan Document (other than one or more
Security Documents that purport to create security interests in Collateral with an aggregate fair
market value at any time less than $100,000,000).



     “Material Indebtedness” shall mean Indebtedness (other than the Loans and Letters of Credit)
of any one or more of Holdings or any Subsidiary in an aggregate principal amount exceeding
$50,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the
obligations of Holdings or any Subsidiary in respect of any Hedging Agreement at any time shall be
the Agreement Value of such Hedging Agreement at such time.



     “Material Subsidiary” shall mean any Subsidiary that is not an Immaterial Subsidiary.



     “Maximum Rate” shall have the meaning assigned to such term in Section 9.09.



34









 





     “May 2010 Senior Unsecured Note Indenture” shall mean the senior unsecured note Indenture
dated as of May 4, 2010, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties
party thereto and the Indenture Trustee.



     “May 2010 Senior Unsecured Notes” shall mean the 8.5% Senior Notes due 2018, issued pursuant
to the May 2010 Senior Unsecured Note Indenture on the Amendment No. 2 Effective Date, in an
aggregate principal amount of $1,000,000,000, including any Senior Unsecured Notes into which such
notes may be exchanged in accordance with the provisions of the May 2010 Senior Unsecured Note
Indenture.



     “Midco” shall mean a newly formed Wholly Owned Subsidiary of Holdings.



     “Midco Reorganization” shall mean the transfer by Holdings of all the capital stock of BP I to
Midco; provided that (a) Midco expressly assumes all the obligations of Holdings under the Loan
Documents to which Holdings is a Party and (b) immediately after giving effect to such transfer, no
Default shall have occurred and be continuing.



     “Moody’s” shall mean Moody’s Investors Service, Inc., or any successor thereto.



     “Mortgaged Properties” shall mean, as of the Second Restatement Date, the owned real
properties of the Loan Parties specified on Schedule 1.01(d), and shall include each other parcel
of real property and improvements thereto with respect to which a Mortgage is granted pursuant to
Section 5.12.



     “Mortgages” shall mean, collectively, the mortgages, trust deeds, deeds of trust, deeds to
secure debt, assignments of leases and rents, and other security documents delivered with respect
to the Mortgaged Properties, each in form and substance reasonably satisfactory to the
Administrative Agent and the applicable Collateral Agent.



     “Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.



     “Net Cash Proceeds” shall mean (a) with respect to any Asset Sale, the cash proceeds
(including cash proceeds subsequently received (as and when received) in respect of noncash
consideration initially received), net of (i) selling expenses (including reasonable broker’s fees
or commissions, legal fees, transfer and similar Taxes and the Borrower’s good-faith estimate of
any other Taxes paid or payable in connection with such sale), (ii) amounts provided as a reserve,
in accordance with GAAP, against any liabilities under any indemnification obligations or purchase
price adjustment associated with such Asset Sale (provided that, to the extent and at the time any
such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds),
(iii) the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this
clause (iii)) attributable to minority interests to the extent not available for distribution to or
for the account of Holdings as a result thereof and (iv) the principal amount, premium or penalty,
if any, interest and other amounts on any Indebtedness for borrowed money which is secured by the
asset sold in such Asset Sale and which is required to be repaid with such proceeds (other than any
such Indebtedness assumed by the purchaser of such asset); provided, however, that, if (A) Holdings
shall deliver a certificate of a Financial



35









 




Officer to the Administrative Agent at the time of
receipt thereof setting forth the intent of Holdings and the Subsidiaries to reinvest such proceeds
in productive assets of a kind then used or usable in the business of Holdings and the Subsidiaries
within 270 days of receipt of such proceeds and (B) no Default or Event of Default shall have
occurred and shall be continuing at the time of delivery of such certificate or at the proposed
time of the application of such proceeds, such proceeds shall not constitute Net Cash Proceeds
except to the extent not so used at the end of such 270-day period, at which time such proceeds
shall be deemed to be Net Cash Proceeds; provided further that the aggregate cash proceeds received
by Holdings or any Subsidiary in respect of the sale, transfer or other disposition of
Non-Strategic Land in an aggregate amount of up to €25,000,000 shall not constitute Net Cash
Proceeds; and (b) with respect to any issuance or incurrence of Indebtedness, the cash proceeds
thereof, net of all taxes and customary fees, commissions, costs and other expenses incurred in
connection therewith.




     “Non-Consensual Asset Sale” shall mean any sale, transfer or other disposition (a) that gives
rise to any property or casualty insurance claim or (b) that arises in connection with any taking
under power of eminent domain or by condemnation or similar proceeding of or relating to any
property or asset of Holdings or any Subsidiary.



     “Non-Recurring Charges” shall mean, in respect of any period, charges which are of an
abnormal, unusual or non-recurring nature; provided that a certificate of a Financial Officer of
Holdings, certifying that such charges are fair and accurate, and in form reasonably satisfactory
to the Administrative Agent shall have been delivered to the Administrative Agent.



     “Non-Strategic Land” shall mean the investment properties in which Holdings or any Subsidiary
had an interest as of the date hereof which are a proportion of the real property owned by SIG
Combibloc GmbH located at Linnich & Wittenberg in Germany, real property owned by SIG Combibloc
Group AG located at Newcastle in England, real property owned by SIG Schweizerische
Industrie-Gesellschaft AG and located at Neuhausen in Switzerland, Beringen in Switzerland,
Ecublens in Switzerland, Romanel in Switzerland and Rafz in Switzerland, real property owned by SIG
Combibloc Group AG (formerly SIG Holding AG) located in Beringen in Switzerland, real property
owned by SIG Euro Holding AG & Co. KGaA located at Waldshut Tiengen in Germany, real property owned
by SIG Combibloc Zerspannungstechnik GmbH located at Aachen in Germany and real property owned by
SIG Combibloc GmbH located at Saalfelden in Austria.



     “November 2009 Senior Secured Note Indenture” shall mean the senior secured note Indenture
dated as of the Closing Date, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties
party thereto and the Indenture Trustee, pursuant to which the Closing Date Senior Secured Notes
were issued.



     “Obligations” shall have the meaning assigned to such term in the First Lien Intercreditor
Agreement.



36









 





     “October 2010 Issuers” shall mean RGHL US Escrow I LLC, a Delaware limited liability company,
RGHL US Escrow I Inc., a Delaware corporation, and RGHL Escrow Issuer (Luxembourg) I S.A., a
société anonyme (a public limited liability company) incorporated under the laws of Luxembourg.



     “October 2010 Senior Secured Note Indenture” shall mean the senior secured note Indenture
dated as of October 15, 2010, between, among others, the October 2010 Issuers and the Indenture
Trustee, pursuant to which the October 2010 Senior Secured Notes were issued.



     “October 2010 Senior Secured Notes” shall mean the Senior Secured Notes issued on October 15,
2010, by the October 2010 Issuers in an aggregate principal amount of $1,500,000,000, including any
Senior Secured Notes into which such notes may be exchanged in accordance with the provisions of
the October 2010 Senior Secured Note Indenture.



     “October 2010 Senior Unsecured Note Indenture” shall mean the senior unsecured note Indenture
dated as of October 15, 2010, between, among others, the October 2010 Issuers and the Indenture
Trustee, pursuant to which the October 2010 Senior Unsecured Notes were issued.



     “October 2010 Senior Unsecured Notes” shall mean the Senior Unsecured Notes issued on October
15, 2010, by the October 2010 Issuers in an aggregate principal amount of $1,500,000,000, including
any Senior Unsecured Notes into which such notes may be exchanged in accordance with the provisions
of the October 2010 Senior Unsecured Note Indenture.



     “OFAC” shall have the meaning assigned to such term in Section 3.24.



     “Original Credit Agreement” shall have the meaning assigned to such term in the introductory
statement to this Agreement.



     “Other Revolving Credit Commitments” shall have the meaning assigned to such term in
Section 2.23(a).



     “Other Revolving Loans” shall have the meaning assigned to such term in Section 2.23(a).



     “Other Taxes” shall mean any and all present or future stamp, court, recording, filing or
documentary Taxes or any other excise or property or similar Taxes, charges or levies arising from
any payment made under this Agreement or any other Loan Document or from the execution, delivery,
performance, registration or enforcement of, or from the registration, receipt or performance of a
security interest under, or otherwise with respect to, this Agreement or any other Loan Document.



     “Other Term Loans” shall have the meaning assigned to such term in Section 2.23(a).



37









 





     “Pactiv Closing Date” shall mean the “Closing Date” as defined in Amendment No. 3.



     “Pactiv Transactions” shall mean the “Transactions” as defined in Amendment No. 3.



     “Parent Company” shall mean (a) Packaging Finance Limited, a limited liability company
organized under the laws of New Zealand and (b) any other entity of which Holdings becomes a direct
or indirect Wholly Owned Subsidiary after the Closing Date.



     “Participant Register” has the meaning specified in Section 9.04(g).



     “Party” means a party to this Agreement. The term “Parties” means any of them.



     “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.



     “Perfection Certificate” shall mean the Perfection Certificate substantially in the form of
Exhibit B to the U.S. Collateral Agreement.



     “Permitted Acquisition” shall have the meaning assigned to such term in Section 6.04(h). If
any acquisition is consummated in accordance with Section 6.04(i), each such acquisition shall be
deemed to have been a Permitted Acquisition for all purposes of this Agreement and the other Loan
Documents.



     “Permitted Investments” shall mean:




     (a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof to the
extent such obligations are backed by the full faith and credit of the United States of
America), in each case maturing within one year from the date of issuance thereof;




     (b) investments in commercial paper maturing within 270 days from the date of issuance
thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P
or from Moody’s;




     (c) investments in certificates of deposit, banker’s acceptances and time deposits
maturing within one year from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, the Administrative Agent
or any domestic office of any commercial bank organized under the laws of the United States of
America or any State thereof that has a combined capital and surplus and undivided profits of
not less than $1,500,000,000 and that issues (or the parent of which issues) commercial paper
rated at least “Prime-1” (or the then equivalent grade) by Moody’s or “A-1” (or the then
equivalent grade) by S&P;



38









 






     (d) fully collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) above and entered into with a financial institution
satisfying the criteria of clause (c) above;




     (e) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment
Company Act of 1940, as amended, substantially all of whose assets are invested in investments
of the type described in clauses (a) through (d) above; and




     (f) other short-term investments utilized by Foreign Subsidiaries in accordance with
normal investment practices for cash management in investments of a type analogous to the
foregoing.



     “Permitted Investors” means, at any time, each of (i) Graeme Hart, (ii) the Management Group
and (iii) any Person acting in the capacity of an underwriter in connection with a public or
private offering of Capital Stock of Holdings or any of its Affiliates.



     “Permitted Receivables Financing” shall mean one or more transactions pursuant to which any
Borrower or any Subsidiary (a) may sell, convey or otherwise transfer Securitization Assets to a
Securitization Subsidiary or any other Person or (b) may grant a security interest in any
Securitization Assets; provided that (i) recourse to Holdings or any Subsidiary (other than the
Securitization Subsidiaries) in connection with such transactions shall be limited to the extent
customary for similar transactions in the applicable jurisdictions (it being understood that
Special Purpose Financing Undertakings shall be permitted), (ii) the material terms and conditions
and structure of each Permitted Receivables Financing and any waiver, supplement, modification or
amendment to such material terms and conditions and structure with respect to such Permitted
Receivables Financing) shall have been approved by the Administrative Agent (such approval not to
be unreasonably withheld) and (iii) the aggregate Securitization Amount outstanding at any time
shall not exceed $750,000,000.



     “Permitted Receivables Financing Documents” shall mean all documents and agreements
implementing, relating to or otherwise governing a Permitted Receivables Financing.



     “Permitted Refinancing Indebtedness” shall have the meaning assigned to such term in
Section 6.01(bb).



     “Permitted Subordinated Note Refinancing” shall mean an extension, renewal, refinancing or
replacement of the Subordinated Notes permitted under this Agreement; provided that the principal
amount thereof is not increased (except by an amount equal to the premium or other amounts paid,
and fees and expenses incurred, in connection with such extension, renewal, refinancing or
replacement), neither the final maturity nor the weighted average life to maturity thereof is
decreased, and such extended, renewed, refinanced or replaced Indebtedness is subordinated to the
Bank Obligations on terms no less favorable to the Lenders than the Subordinated Notes, and is not
secured by any



39









 




collateral other than the collateral securing the Subordinated Notes (or the
proceeds thereof) immediately prior to such extension, renewal, refinance or replacement.




     “Person” shall mean any natural person, corporation, business trust, joint venture,
association, company, limited liability company, partnership, Governmental Authority or other
entity.



     “Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan, but
including any “multiple employer” pension plan within the meaning of Sections 4063 and 4064 of
ERISA) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 307 of
ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” (as defined in
Section 3(5) of ERISA) or “contributing sponsor” (as defined in Section 4001(a)(13) of ERISA).



     “Pledged Cash” shall mean, on any day, all cash or cash equivalents of Holdings and its
Subsidiaries on such day; provided that, after the date that is 90 days after the Closing Date, if,
on any day, the Qualifying Cash of Holdings and its Subsidiaries is not at least equal to 70% of
all cash or cash equivalents of Holdings and its Subsidiaries on such day, “Pledged Cash” shall
include only such Qualifying Cash of Holdings and its Subsidiaries.



     “Pledged Collateral” shall mean, as the context may require and with respect to any Security
Document, the “Pledged Collateral” as defined in such Security Document.



     “PricewaterhouseCoopers” shall mean PricewaterhouseCoopers LLP or PricewaterhouseCoopers AG,
or any successor thereto.



     “Prior Credit Agreements” shall mean (a) the Senior Facilities Agreement dated May 11, 2007,
among BP I (formerly known as Rank Holdings I S.A.), the original borrowers and original guarantors
party thereto, the lenders party thereto and Credit Suisse AG, as mandated lead arranger, agent,
security trustee and issuing bank and (b) the Senior Secured Facilities Agreement dated
February 21, 2008, among Reynolds Packaging Group (NZ) Limited, the Dutch Borrower and Reynolds
Treasury (NZ) Limited, as borrowers, the Lenders party thereto, Australia and New Zealand Banking
Group Limited, BOS International (Australia) Limited, Caylon Australia Limited and Credit Suisse
AG, as joint lead arrangers and underwriters, and Credit Suisse AG as facility agent and security
trustee, in each case as amended.



     “Prime Rate” shall mean the rate of interest per annum determined from time to time by the
Administrative Agent as its prime rate in effect at its principal office in New York City and
notified to the Borrowers. The prime rate is a rate set by the Administrative Agent based upon
various factors including its costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be priced at, above, or
below such rate.



     “Pro Forma Compliance” shall mean, at any date of determination, that Holdings is in
compliance with the covenants set forth in Sections 6.11 and 6.12 as of the most



40









 




recently completed
period of four consecutive fiscal quarters ending prior to the relevant transaction for which the
financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be,
and 5.04(c) have been delivered or for which comparable financial statements have been filed with
the Securities and Exchange Commission, after giving pro forma effect to such transaction and to
any other event occurring after such period as to which pro forma recalculation is appropriate
(including any other transaction described in Sections 6.01(k), 6.01(l), 6.01(m), 6.01(w), 6.01(x)
and 6.04(h) occurring after such period) as if such transaction had occurred as of the first day of
such period.




     “Pro Rata Percentage” of any U.S. Revolving Credit Lender or European Revolving Credit Lender
at any time shall mean the percentage of the Total U.S. Revolving Credit Commitment or Total
European Revolving Credit Commitment, respectively, represented by such Lender’s U.S. Revolving
Credit Commitment or European Revolving Credit Commitment, respectively. In the event the U.S.
Revolving Credit Commitments or European Revolving Credit Commitments shall have expired or been
terminated, the Pro Rata Percentages shall be determined on the basis of the U.S. Revolving Credit
Commitments or European Revolving Credit Commitments, as applicable, most recently in effect,
giving effect to any subsequent assignments.



     “Qualified Capital Stock” of any Person shall mean any Equity Interest of such Person that is
not Disqualified Stock.



     “Qualified Public Offering” shall mean an underwritten, broadly distributed public offering of
common Equity Interests of Holdings or any Parent Company that results in at least $200,000,000 of
net cash proceeds (including proceeds invested in Holdings by such Parent Company) to Holdings.



     “Qualifying Bids” shall have the meaning assigned to such term in Section 2.12(b)(iii).



     “Qualifying Cash” shall mean (a) with respect to cash and cash equivalents of Holdings and its
Subsidiaries held in bank accounts in the United States, such cash and cash equivalents held in
bank accounts over which a Collateral Agent has control pursuant to control agreements reasonably
satisfactory to such Collateral Agent and (b) with respect to cash and cash equivalents of Holdings
and its Subsidiaries held in bank accounts outside of the United States, such cash and cash
equivalents that is subject to a Lien created under a Security Document; provided that Holdings and
its Subsidiaries have complied with their obligations, if any, under the relevant Security Document
in respect of the perfection of the applicable Collateral Agent’s Lien over such cash and cash
equivalents.



     “Qualifying Lender” shall have the meaning assigned to such term in Section 2.12(b)(iv).



     “Receivables” means accounts receivables, including any indebtedness, obligation or interest
constituting an account, contract right, payment intangible, promissory note, chattel paper,
instrument, document, investment property, financial



41









 




asset or general intangible, arising in
connection with the sale of goods or the rendering of services, and further includes the obligation
to pay any finance charges with respect thereto. Indebtedness and other rights and obligations
arising from any one transaction, including indebtedness and other rights and obligations
represented by an individual invoice, shall constitute a Receivable separate from a Receivable
consisting of the indebtedness and other rights and obligations arising from any other transaction;
provided, that any indebtedness, rights or obligations referred to in the immediately preceding
sentence shall be a “Receivable” regardless of whether the account debtor or the applicable
Securitization Subsidiary treats such indebtedness, rights or obligations as a separate payment
obligation.




     “Recipient” shall mean, as applicable, (a) the Administrative Agent, (b) any Lender or (c) any
Issuing Bank.



     “Refinancing” shall have the meaning assigned to such term in Amendment No. 4.



     “Register” shall have the meaning assigned to such term in Section 9.04(d).



     “Regulation T” shall mean Regulation T of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Regulation U” shall mean Regulation U of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Regulation X” shall mean Regulation X of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Related Fund” shall mean, with respect to any Lender that is a fund or commingled investment
vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or
advised by the same investment advisor as that which advises such Lender or by an Affiliate of such
investment advisor.



     “Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates
and the respective directors, trustees, officers, employees, agents and advisors of such Person and
such Person’s Affiliates.



     “Related Security” means, with respect to any Receivable, all of the interest in the inventory
and goods (including returned or repossessed inventory or goods), if any, the financing or lease of
which gave rise to such Receivable, and all insurance contracts with respect thereto, all other
security interests or liens and property subject thereto from time to time, if any, purporting to
secure payment of such Receivable, whether pursuant to the contract related to such Receivable or
otherwise, together with all financing statements and security agreements describing any collateral
securing such Receivable, all guaranties, letters of credit, letter-of-credit rights, supporting
obligations, insurance and other agreements or arrangements of whatever character from time to time
supporting or securing payment of such Receivable, whether pursuant to the contract related to such
Receivable or otherwise, all service contracts and other contracts and agreements



42









 




associated with
such Receivable, all records related to such Receivable, and all of the applicable Securitization
Subsidiary’s right, title and interest in, to and under the applicable documentation.




     “Release” shall mean any actual or threatened release, spill, emission, leaking, dumping,
injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through
the environment or within, under, from or upon any building, structure, facility or fixture.



     “Reply Amount” shall have the meaning assigned to such term in Section 2.12(b)(ii).



     “Reply Discount” shall have the meaning assigned to such term in Section 2.12(b)(ii).



     “Repurchaser” shall have the meaning assigned to such term in Section 2.12(b).



     “Required Lenders” shall mean, at any time, Lenders having Loans, L/C Exposure and unused
Revolving Credit Commitments and Term Loan Commitments representing more than 50% of the sum of all
Loans outstanding, L/C Exposure and unused Revolving Credit Commitments and Term Loan Commitments
at such time; provided that the Revolving Loans, L/C Exposure and unused Revolving Credit
Commitments of any Defaulting Lender shall be disregarded in the determination of the Required
Lenders at any time.



     “Responsible Officer” of any Person shall mean any executive officer or Financial Officer of
such Person and any other officer or similar official thereof responsible for the administration of
the obligations of such Person in respect of this Agreement.



     “Restatement Date” shall mean February 9, 2011.



     “Restricted Indebtedness” shall mean Indebtedness of Holdings or any Subsidiary, the payment,
prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).



     “Restricted Payment” shall mean any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in Holdings or any Subsidiary or
any Subordinated Shareholder Loans or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any Equity Interests in Holdings or any Subsidiary or
any Subordinated Shareholder Loans.



     “Restructuring Costs” shall mean in respect of any period, restructuring charges or expenses
incurred by Holdings and its Subsidiaries during that period (which, for the avoidance of doubt
shall include site closure charges and expenses, systems establishment costs, excess pension costs,
severance or relocation costs) provided that



43









 




each such restructuring charge has been certified by a
Financial Officer as being fair and accurate.




     “Revolving Credit Borrowing” shall mean a Borrowing comprised of U.S. Revolving Loans or
European Revolving Loans.



     “Revolving Credit Commitments” shall mean the U.S. Revolving Credit Commitments and the
European Revolving Credit Commitments.



     “Revolving Credit Exposures” shall mean, with respect to any Lender, such Lender’s U.S.
Revolving Credit Exposure and European Revolving Credit Exposure.



     “Revolving Credit Lenders” shall mean the U.S. Revolving Credit Lenders and the European
Revolving Credit Lenders.



     “Revolving Credit Maturity Date” shall mean November 5, 2014.



     “Revolving Loans” shall mean the U.S. Revolving Loans and the European Revolving Loans.
Unless the context shall otherwise require the term “Revolving Loans” shall include Loans made by
Incremental Revolving Credit Lenders pursuant to their Incremental Revolving Credit Commitments.



     “Reynolds Acquisition Documents” shall mean (i) the Stock Purchase Agreement dated as of
October 15, 2009, by and among BPH III, Reynolds Group Holdings Inc. and Reynolds Consumer Products
(NZ) Limited, (ii) the Stock Purchase Agreement dated as of October 15, 2009, by and between
Beverage Packaging Holdings (Luxembourg) III S.àr.l. and Closure Systems International (NZ) Limited
and (iii) the Asset Purchase Agreement dated as of November 5, 2009, by and between Reynolds Foil
Inc. and Reynolds Packaging LLC.



     “RGHI” shall have the meaning assigned to such term in the introductory statement to this
Agreement.



     “S&P” shall mean Standard & Poor’s Ratings Service, or any successor thereto.



     “Second Restatement Date” shall mean August 9, 2011.



     “Secured Parties” shall mean (a) the Bank Secured Parties, (b) the holders of the Senior
Secured Notes, (c) the Indenture Trustee, (d) the successors and assigns of each of the foregoing
and (e) each other “Secured Party” as defined in the First Lien Intercreditor Agreement.



     “Securities Act” shall mean the Securities Act of 1933, as amended.



     “Security Documents” shall mean the Mortgages, the Collateral Agreements, each Affiliate
Subordination Agreement and each of the security agreements, mortgages and other instruments and
documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.12.



44









 





     “Securitization Amount” shall mean the aggregate cash amount paid by the lenders or purchasers
under any Permitted Receivables Financing in connection with their purchase of, or the making of
loans secured by, Securitization Assets or interests therein, as the same may be reduced from time
to time by collections with respect to such Securitization Assets or otherwise in accordance with
the terms of the Permitted Receivables Financing Documents (but excluding any such collections used
to make payments of items included in clause (c) of the definition of Consolidated Interest
Expense); provided, however, that if all or any part of such Securitization Amount shall have been
reduced by application of any distribution and thereafter such distribution is rescinded or must
otherwise be returned for any reason, such Securitization Amount shall be increased by the amount
of such distribution, all as though such distribution had not been made.



     “Securitization Assets” shall mean Receivables (whether now existing or arising in the future)
and any assets related thereto including (i) the Related Security with respect to such Receivables,
(iii) the collections and proceeds of such Receivables and Related Security, (iii) all lockboxes,
lockbox accounts, collection accounts or other deposit accounts into which such collections are
deposited and which have been specifically identified and consented to by the Administrative Agent
and (iv) all other rights and payments which relate solely to such Receivables.



     “Securitization Subsidiary” shall mean any Subsidiary (a) formed solely for the purpose of
engaging, and that engages only, in one or more Permitted Receivables Financings and business
activities that are required by or incidental to such Permitted Receivables Financings, (b) which
is organized in a manner intended to reduce the likelihood that it would be substantively
consolidated with Holdings, the Borrowers or any of the Subsidiaries (other than Securitization
Subsidiaries) in the event Holdings, the Borrowers or any such Subsidiary becomes subject to a
proceeding under the Title 11 of the United States Code, as now constituted or hereafter amended,
or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law and (c),
subject to the Agreed Security Principles, all of the Equity Interests of which shall be pledged to
a Collateral Agent for the ratable benefit of the Bank Secured Parties pursuant to a Collateral
Agreement.



     “Senior Secured Leverage Ratio” shall mean, on any date, the ratio of (a) the Total Debt
(other than the Subordinated Notes and any Permitted Subordinated Note Refinancing) that is secured
by Liens on property or assets of Holdings or any of the Subsidiaries minus, without duplication,
Pledged Cash, in each case on such date, to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters most recently ended on or prior to such date for which the financial
statements and certificates required by Sections 5.04(a) or 5.04(b), as the case may be, and
5.04(c) have been delivered or for which comparable financial statements have been filed with the
Securities and Exchange Commission.



     “Senior Secured Note Documents” shall mean each Senior Secured Note Indenture and all other
instruments, agreements and other documents evidencing or



45









 




governing any Senior Secured Notes or
providing for any Guarantee or other right in respect thereof.




     “Senior Secured Note Indenture” shall mean each of (a) the November 2009 Senior Secured Note
Indenture, (b) the October 2010 Senior Secured Note Indenture, (c) the February 2011 Senior Secured
Note Indenture and (d) any other indenture or note purchase agreement under which any Senior
Secured Notes are issued (or in the case of Senior Secured Notes in the form of bridge loans, the
loan agreement with respect thereto), in each case as the same may be amended, restated,
supplemented, substituted, replaced, refinanced or otherwise modified from time to time in
accordance with Section 6.01(l), 6.01(m) or 6.01(bb).



     “Senior Secured Notes” shall mean each of (a) the Closing Date Senior Secured Notes, (b) the
October 2010 Senior Secured Notes, (c) the February 2011 Senior Secured Notes and (d) any other
senior secured notes issued pursuant to an indenture or a note purchase agreement or senior secured
bridge loans of any Loan Party incurred pursuant to Section 6.01(l), 6.01(m) or 6.01(bb) (which
notes or loans may have the same lien priority as the Bank Obligations); provided that (i) their
terms do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations
prior to the Latest Term Loan Maturity Date in effect at the time of issuance or incurrence of such
Senior Secured Notes (which, in the case of bridge loans, shall be determined by reference to the
notes or loans into which such bridge loans are converted at maturity) (other than (w) customary
offers to repurchase upon a change of control, asset sale or event of loss, (x) mandatory
prepayments with the proceeds of Permitted Refinancing Indebtedness, asset sales, event of loss and
equity contributions or issuances, (y) exchanges for Permitted Refinancing Indebtedness and
(z) customary acceleration rights after an event of default), (ii) the obligations in respect
thereof shall not be secured by any Lien on any asset of Holdings or any Subsidiary or any
Affiliate of Holdings other than any asset constituting Collateral and (iii) the secured parties
thereunder (or an authorized representative thereof) shall have become a party to each
Intercreditor Agreement.



     “Senior Unsecured Note Documents” shall mean each Senior Unsecured Note Indenture and all
other instruments, agreements and documents evidencing or governing the Senior Unsecured Notes or
providing any Guarantee or other right in respect thereof.



     “Senior Unsecured Note Indenture” shall mean each of (a) the May 2010 Senior Unsecured Note
Indenture, (b) the October 2010 Senior Unsecured Note Indenture, (c) the February 2011 Senior
Unsecured Note Indenture and (d) any other indenture or note purchase agreement under which any
senior unsecured notes are issued (or in the case of Senior Unsecured Notes in the form of bridge
loans, the loan agreement with respect thereto), in each case, as the same may be amended,
restated, supplemented, substituted, replaced, refinanced or otherwise modified from time to time
in accordance with Sections 6.01(m), 6.01(w) or 6.01(bb).



     “Senior Unsecured Notes” shall mean each of (a) the May 2010 Senior Unsecured Notes, (b) the
October 2010 Senior Unsecured Notes, (c) the February 2011



46









 




Senior Unsecured Notes and (d) any other
senior unsecured notes issued pursuant to an indenture or note purchase agreement or senior
unsecured bridge loan of any Loan Party issued or incurred pursuant to Section 6.01(m), 6.01(w) or
6.01(bb).




     “Similar Business” shall mean (a) any businesses, services or activities engaged in by
Holdings or any Subsidiary on the Closing Date and (b) any businesses, services and activities
engaged in by Holdings or any Subsidiary that are related, complementary, incidental, ancillary or
similar to any of the foregoing or are extensions or developments of any thereof.



     “Special Purpose Financing Undertakings” means representations, warranties, covenants,
indemnities, guarantees of performance and other agreements and undertakings entered into or
provided by Holdings or any of the Subsidiaries that Holdings determines in good faith are
customary or otherwise necessary in connection with a Permitted Receivables Financing; provided
that any such other agreements and undertakings shall not include the incurrence of any Guarantee
in respect of Indebtedness of a Securitization Subsidiary or the collectability of any Receivables.



     “Specified Asset Sale” shall mean any sale, transfer or other disposition by Holdings or any
Subsidiary of any asset, division, product line or line of business (i) made to obtain the approval
of any applicable antitrust authority in connection with a Permitted Acquisition or (ii) acquired
pursuant to a Permitted Acquisition; provided that such sale, transfer or other disposition is
consummated within 270 days following the consummation of such Permitted Acquisition; provided
further in the case of a Specified Asset Sale of the type specified in clause (ii) above, such
sale, transfer or other disposition is made (x) because such asset, division, product line or line
of business would not constitute core assets for Holdings or such Subsidiary or (y) because such
asset, division, product line or line of business is duplicative of any asset, division, product
line or line of business owned or operated by Holdings or such Subsidiary at the time of such
Permitted Acquisition. In connection with any Specified Asset Sale, Holdings shall have delivered
a certificate of a Financial Officer (i) identifying the asset, division, product line or line of
business to be sold, transferred or otherwise disposed of and (ii) containing reasonable details of
the reason for such sale, transfer or other disposition, in form and substance reasonably
satisfactory to the Administrative Agent. For the avoidance of doubt, in the case of a Specified
Asset Sale of the type specified in clause (i) above, such Specified Asset Sale may include any
existing asset, division, product line or line of business of Holdings or any Subsidiary.



     “Specified Cash Management Banks” shall mean Citibank, N.A., JPMorgan Chase Bank, N.A., and
their respective Affiliates.



     “Specified Equity Contribution” shall have the meaning assigned to such term in the definition
of the term “Consolidated EBITDA”.



     “SPV” shall have the meaning assigned to such term in Section 9.04(j).



47









 





     “Stamp Duty Guidelines” shall mean the stamp duty guidelines set out in Schedule 9.20 (Stamp
Duty Guidelines).



     “Stamp Duty Sensitive Document” shall mean (a) any original of any Loan Document and (b) any
signed document (including email, PDF, TIF and other comparable formats) that constitutes a deed
(Urkunde) within the meaning of section 15 of the Austrian Stamp Duty Act (as interpreted by the
Austrian tax authorities), whether documenting or confirming the entering into of the relevant
transaction (rechtserzeugende Urkunde) or documenting that the relevant transaction has been
entered into (rechtsbezeugende Urkunde), or a substitute deed (Ersatzurkunde) within the meaning of
section 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax authorities),
including, without limitation, any notarized copy, any certified copy and any written minutes
recording the transactions (Rechtsgeschäfte) contemplated by, or referenced in, any Loan Document.



     “Statutory Reserves” shall mean a fraction (expressed as a decimal), the numerator of which is
the number one and the denominator of which is the number one minus the aggregate of the maximum
reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board and any other banking authority, domestic or foreign, to
which Administrative Agent or any Lender (including any branch, Affiliate or other fronting office
making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of
the Board). Eurocurrency Loans shall be deemed to constitute Eurocurrency Liabilities (as defined
in Regulation D of the Board) and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to time to any Lender
under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.



     “Subordinated Indebtedness” shall mean (a) with respect to any Borrower, any Indebtedness of
such Borrower which is by its terms subordinated in right of payment to the Loans and (b) with
respect to any other Loan Party, any Indebtedness of such Loan Party which is by its terms
subordinated in right of payment to its Guarantee of the Obligations.



     “Subordinated Note Documents” shall mean the Subordinated Note Indentures and all other
instruments, agreements and other documents evidencing or governing the Subordinated Notes or
providing for any Guarantee or other right in respect thereof.



     “Subordinated Note Indentures” shall mean the Indentures under which the Subordinated Notes
were issued, each dated as of June 29, 2007, among BP II, the initial note guarantors party
thereto, the Bank of New York, as trustee, BNY Fund Services (Ireland) Limited, as paying agent,
and Credit Suisse AG, as security agent.



     “Subordinated Notes” shall mean BP II’s (a) 8% Senior Notes due 2016 and (b) 91/2% Senior
Subordinated Notes due 2017.



48









 





     “Subordinated Shareholder Loans” shall mean, collectively, any funds provided to Holdings by
any Parent Company or any Permitted Investor or any Affiliate thereof, in exchange for or pursuant
to any security, instrument or agreement other than Equity Interests, in each case issued to and
held by any of the foregoing Persons, together with any such security, instrument or agreement and
any other security or instrument other than Equity Interests issued in payment of any obligation
under any Subordinated Shareholder Loans; provided that such Subordinated Shareholder Loans:




     (1) do not (including upon the happening of any event) mature or require any
amortization, redemption or other repayment of principal or any sinking fund payment prior
to the first anniversary of the Latest Term Loan Maturity Date (other than through
conversion or exchange of such funding into Equity Interests (other than Disqualified
Stock) of Holdings or any funding meeting the requirements of this definition) or the
making of any such payment prior to the first anniversary of the Latest Term Loan Maturity
Date is restricted by an intercreditor agreement enforceable by, and reasonably acceptable
to, the Administrative Agent;




     (2) do not (including upon the happening of any event) require, prior to the first
anniversary of the Latest Term Loan Maturity Date, payment of cash interest, cash
withholding amounts or other cash gross-ups, or any similar cash amounts or the making of
any such payment prior to the first anniversary of the Latest Term Loan Maturity Date is
restricted by an intercreditor agreement enforceable by, and reasonably acceptable to, the
Administrative Agent;




     (3) contain no change of control or similar provisions and do not accelerate and have
no right to declare a default or event of default or take any enforcement action or
otherwise require any cash payment (in each case, prior to the first anniversary of the
Latest Term Loan Maturity Date) or the payment of any amount as a result of any such action
or provision, or the exercise of any rights or enforcement action (in each case, prior to
the first anniversary of the Latest Term Loan Maturity Date) is restricted by an
intercreditor agreement enforceable by, and reasonably acceptable to, the Administrative
Agent;




     (4) do not provide for or require any Lien over any asset of Holdings or any
Subsidiary; and




     (5) pursuant to its terms or pursuant to an intercreditor agreement enforceable by,
and reasonably acceptable to, the Administrative Agent, is fully subordinated and junior in
right of payment to the Bank Obligations pursuant to subordination, payment blockage and
enforcement limitation terms which are customary in all material respects for similar
funding or are no less favorable in any material respect to the Lenders than those
contained in the Existing Intercreditor Agreement as in effect on the Closing Date with
respect to the “Senior Creditors” (as defined therein) in relation to “Parentco Debt” (as
defined therein) (it being understood, in each case, that such terms of subordination shall



49









 






permit voluntary prepayment of Subordinated Shareholder Loans to the extent permitted under
Section 6.06(a)(ix) or (xii)),


provided that any event or circumstance that results in such subordinated obligation ceasing to
qualify as Subordinated Shareholder Loans, including it ceasing to be held by any Parent Company,
any Affiliate of any Parent Company or any Permitted Investor or any Affiliate thereof, shall
constitute an incurrence of such Indebtedness by Holdings or such Subsidiary not permitted by
clause (v) of Section 6.01 (it being understood such Indebtedness may be permitted by another
clause).




     “subsidiary” shall mean, with respect to any Person (herein referred to as the “parent”), any
corporation, partnership, limited liability company, association or other business entity (a) of
which securities or other ownership interests representing more than 50% of the equity or more than
50% of the ordinary voting power or more than 50% of the general partnership interests are, at the
time any determination is being made, owned, Controlled or held, or (b) that is, at the time any
determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the
parent or by the parent and one or more subsidiaries of the parent.



     “Subsidiary” shall mean any subsidiary of Holdings other than an Escrow Subsidiary prior to
the Escrow Release Effective Time.



     “Subsidiary Guarantor” shall mean each Subsidiary listed on Schedule 1.01(e), and each other
Subsidiary that executes a Guarantor Joinder.



     “Synthetic Purchase Agreement” shall mean any swap, derivative or other agreement or
combination of agreements pursuant to which Holdings or any Subsidiary is or may become obligated
to make (a) any payment in connection with a purchase by any third party from a Person other than
Holdings or any Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any payment
(other than on account of a permitted purchase by it of any Equity Interest or Restricted
Indebtedness) the amount of which is determined by reference to the price or value at any time of
any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan
providing for payments only to current or former directors, officers or employees of Holdings or
any Subsidiary (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.



     “Target Day” shall mean any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer payment system is open for the settlement of payments in Euro.



     “Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions,
charges, assessments, fees, withholdings or other charges imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable thereto.



     “Tax Return” means all returns, declarations of estimated tax payments, reports, estimates,
information returns and statements, including any related or supporting



50









 




information with respect to
any of the foregoing, filed or to be filed with any taxing authority in connection with the
determination, assessment, collection or administration of any taxes (including any statement
pursuant to Treasury Regulation Section 1.6011-4).




     “Term Borrowers” shall mean the U.S. Term Borrowers and the European Term Borrowers.



     “Term Borrowing” shall mean a Borrowing comprised of any Class of U.S. Term Loans or European
Term Loans.



     “Term Lenders” shall mean the U.S. Term Lenders and the European Term Lenders. Unless the
context shall otherwise require, the term “Term Lender” shall include any Incremental Term Lenders.



     “Term Loan Commitments” shall mean the Tranche C Term Loan Commitments and, unless the context
shall otherwise require, any other Incremental Term Loan Commitments.



     “Term Loan Repayment Dates” shall mean (a) the dates scheduled for the repayment of principal
of Term Loans set forth in Section 2.11(a) and (b) any Incremental Term Loan Repayment Dates.



     “Term Loans” shall mean the U.S. Term Loans and the European Term Loans. Unless the context
shall otherwise require, the term “Term Loans” shall include any Incremental Term Loans made after
the Second Restatement Date.



     “Total Debt” shall mean, at any time, the aggregate principal amount of total Indebtedness of
Holdings and the Subsidiaries at such time of the types described under clauses (a) (excluding
Indebtedness of Holdings consisting of Subordinated Shareholder Loans), (b), (f), (g) (to the
extent related to Indebtedness that could constitute “Total Debt” hereunder), (h), (j) (to the
extent relating to Disqualified Stock), (k) (to the extent of any unreimbursed drawings
thereunder), (l) and (m) of the definition of the term “Indebtedness”. For the avoidance of doubt,
Total Debt shall not include intercompany Indebtedness of Holdings or a Subsidiary to Holdings or a
Subsidiary.



     “Total European Revolving Credit Commitment” shall mean, at any time, the aggregate amount of
the European Revolving Credit Commitments, as in effect at such time. The Total European Revolving
Credit Commitment is €80,000,000 as at the Second Restatement Date.



     “Total U.S. Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the
U.S. Revolving Credit Commitments, as in effect at such time. The Total U.S. Revolving Credit
Commitment is $120,000,000 as at the Second Restatement Date.



     “Tranche B Term Lender” shall mean a Lender with an outstanding Tranche B Term Loan.



51









 





     “Tranche B Term Loan Maturity Date” shall mean February 9, 2018.



     “Tranche B Term Loans” shall mean the U.S. Term Loans made on the Restatement Date pursuant to
Amendment No. 4, which shall be redesignated as “Tranche B Term Loans” on the Second Restatement
Date. As of the Second Restatement Date, the aggregate outstanding principal amount of the
Tranche B Term Loans is $2,319,187,500.



     “Tranche C Term Lender” shall mean a Lender with a Tranche C Term Loan Commitment or an
outstanding Tranche C Term Loan.



     “Tranche C Term Loan Commitments” shall have the meaning assigned to such term in Amendment
No. 6. As of the Second Restatement Date, the aggregate outstanding principal amount of Tranche C
Term Loan Commitments is $2,000,000,000.



     “Tranche C Term Loan Maturity Date” shall mean August 9, 2018.



     “Tranche C Term Loans” shall mean the “Tranche C Term Loans” as defined in Amendment No. 6.



     “Transactions” shall mean, collectively, (a) the consummation of the Acquisition pursuant to
the transactions set forth in Schedule 1.01(f), (b) the execution, delivery and performance on the
Closing Date by Holdings, any Borrower and the Subsidiaries party thereto of the applicable Senior
Secured Note Documents and the issuance, guarantee and security of the Closing Date Senior Secured
Notes, (c) the execution, delivery and performance by the Loan Parties of the Loan Documents to
which they are a party prior to the Second Restatement Date and the making of the Borrowings
related thereto, (d) the repayment of all amounts due or outstanding under or in respect of, and
the termination of, the Prior Credit Agreements, (e) the consummation of the Refinancing, and (f)
the payment of related fees and expenses.



     “Type”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to
which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes
hereof, the term “Rate” shall mean the Adjusted LIBO Rate, the Alternate Base Rate and the Foreign
Base Rate.



     “U.K. Bank Levy” shall mean the United Kingdom Tax called the “Bank Levy”, the introduction of
which was announced by the United Kingdom government on June 22, 2010, with effect in relation to
periods of account ending on or after January 1, 2011, and any Tax that is based on or
substantially similar to such Tax.



     “Unfunded Advances/Participations” shall mean (a) with respect to the Administrative Agent,
without duplication of amounts paid to the Administrative Agent under the First Lien Intercreditor
Agreement, the aggregate amount, if any (i) made available to the applicable Borrowers on the
assumption that each applicable Lender has made its portion of the applicable Borrowing available
to the Administrative Agent as contemplated by Section 2.02(d) and (ii) with respect to which a
corresponding amount shall not in fact have been returned to the Administrative Agent by the
applicable



52









 




Borrowers or made available to the Administrative Agent by any such Lender, and (b) with
respect to any Issuing Bank, the aggregate amount, if any, of participations in respect of any
outstanding L/C Disbursement with respect to any Letters of Credit issued by such Issuing Bank that
shall not have been funded by the Revolving Credit Lenders in accordance with Sections 2.22(d) and
2.02(f).




     “Unrestricted Cash” shall mean cash and Cash Equivalents of Holdings and the Subsidiaries that
are not pledged to secure any obligations (unless such cash and Cash Equivalents are also pledged
to secure the Bank Obligations or such pledge is permitted by Section 6.02(u)) and are not
otherwise shown on the consolidated balance sheet of Holdings as “restricted” (or with a like
designation).



     “U.S. Borrowers” shall have the meaning assigned to such term in the introductory statement to
this Agreement.



     “U.S. Collateral Agreement” shall mean the Collateral Agreement dated as of November 5, 2009,
among the U.S. Borrowers and the Subsidiaries that are organized in the United States and that are
party thereto, certain other Subsidiaries party thereto and The Bank of New York Mellon, as
Collateral Agent for the benefit of the Secured Parties, attached hereto as Exhibit F.



     “U.S. GAAP” shall mean generally accepted accounting principals in effect from time to time in
the United States, applied on a consistent basis.



     “U.S. Issuers” shall mean Reynolds Group Issuer LLC, a Delaware limited liability company, and
Reynolds Group Issuer Inc., a Delaware corporation, each of which is a Wholly Owned Subsidiary of
Holdings (and their respective successors which shall be Wholly Owned Subsidiaries of Holdings).



     “U.S. L/C Disbursement” shall mean a payment or disbursement made by any Issuing Bank pursuant
to a U.S. Letter of Credit issued by such Issuing Bank.



     “U.S. L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all
outstanding U.S. Letters of Credit at such time and (b) the aggregate principal amount of all U.S.
L/C Disbursements that have not yet been reimbursed by or on behalf of the U.S. Borrowers at such
time. The U.S. L/C Exposure of any U.S. Revolving Credit Lender at any time shall equal its
applicable Pro Rata Percentage of the aggregate U.S. L/C Exposure at such time.



     “U.S. Letter of Credit” shall mean any letter of credit issued by an Issuing Bank pursuant to
Section 2.22 at the request of any U.S. Borrower for the account of itself or any other Wholly
Owned Subsidiary of Holdings. All U.S. Letters of Credit will be denominated in Dollars.



     “U.S. Recipient” shall mean, as applicable, any Recipient of payments on or in respect of the
U.S. Term Loans, the U.S. Revolving Loans, Incremental Term Loans to a U.S. Borrower or a U.S.
Letter of Credit, including any fees related thereto.



53









 





     “U.S. Revolving Borrowers” shall mean each U.S. Borrower other than RGHI.



     “U.S. Revolving Credit Commitment” shall mean, with respect to each U.S. Revolving Credit
Lender, the commitment of such Lender to make U.S. Revolving Loans hereunder (and to acquire
participations in Letters of Credit as provided for herein) as set forth on Schedule 2.01, or in
the Assignment and Acceptance pursuant to which such Lender assumed its U.S. Revolving Credit
Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to
Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04.



     “U.S. Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the
aggregate principal amount at such time of all outstanding U.S. Revolving Loans of such Lender,
plus the aggregate amount at such time of such Lender’s U.S. L/C Exposure.



     “U.S. Revolving Credit Lender” shall mean a Lender with a U.S. Revolving Credit Commitment or
an outstanding U.S. Revolving Loan.



     “U.S. Revolving Loans” shall mean the revolving loans made by the Lenders to the U.S.
Revolving Borrowers pursuant to clause (i) of Section 2.01(a).



     “U.S. Term Borrowers” shall have the meaning assigned to such term in the introductory
statement to this Agreement.



     “U.S. Term Lender” shall mean a Lender with a Tranche C Term Loan Commitment or an outstanding
U.S. Term Loan.



     “U.S. Term Loans” shall mean the Tranche B Term Loans and the Tranche C Term Loans”.



     “USA PATRIOT Act” shall mean The Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56
(signed into law October 26, 2001)).



     “Voluntary Prepayments” shall mean a prepayment of principal of Term Loans pursuant to
Section 2.12(a) in any year to the extent that such prepayment reduces the scheduled installments
of principal due in respect of Term Loans in any subsequent year.



     “Wholly Owned Subsidiary” of any Person shall mean a subsidiary of such Person of which
securities (except for directors’ qualifying shares) or other ownership interests representing 100%
of the Equity Interests are, at the time any determination is being made, owned, Controlled or held
by such Person or one or more wholly owned subsidiaries of such Person or by such Person and one or
more wholly owned subsidiaries of such Person.



     “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete
or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.




54












 





     “Withholding Agent” shall mean the Borrowers and the Administrative Agent.



     SECTION 1.02. Terms Generally. (a) The definitions in Section 1.01 shall apply equally to
both the singular and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”; and the
words “asset” and “property” shall be construed as having the same meaning and effect and to refer
to any and all types of tangible and intangible assets and properties, including cash, securities,
accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules
shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this
Agreement unless the context shall otherwise require. Except as otherwise expressly provided
herein, (i) any reference in this Agreement to any Loan Document shall mean such document as
amended, restated, supplemented or otherwise modified from time to time, in each case, in
accordance with the express terms of this Agreement, and (ii) all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from time to time;
provided, however, that if Holdings notifies the Administrative Agent that it wishes to amend any
covenant in Article VI or any related definition to eliminate the effect of any change in GAAP (or
change contemplated by Section 6.13(b)) occurring after the Closing Date on the operation of such
covenant (or if the Administrative Agent notifies Holdings that the Required Lenders wish to amend
Article VI or any related definition for such purpose), then Holdings’ compliance with such
covenant shall be determined on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a
manner satisfactory to Holdings and the Required Lenders.




     (b) Solely for the purposes of Section 9.20 (Austrian Stamp Duty) and Schedule 9.20
(Austrian Stamp Duty Guidelines), “written” shall mean that what is “written” was translated
into letters (Buchstaben) that are or can be made visible on a physical or electronic device
of whatever type and format, including paper and screen, and, accordingly, communication,
documents or notices being “in writing” shall include not only paper-form (letter or fax)
communication, documents or notices but also electronic communication, documents or notices,
including by way of e-mail; and “signed” communication, documents or notices refers to written
communication, documents or notices that carry a manuscript, digital or electronic or other
technically reproduced signature, and “signature” shall be construed accordingly.



     SECTION 1.03. Pro Forma Calculations. All pro forma calculations permitted or required to be
made by Holdings or any Subsidiary pursuant to this Agreement shall include only those adjustments
that (a) would be permitted or required by the definition of Consolidated EBITDA, (b) would be
permitted or required by Regulation S-X under the Securities Act, or (c)(i) have been certified by
a Financial Officer of Holdings as having been prepared in good faith based upon reasonable
assumptions and (ii) are based



55









 




on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent.




     SECTION 1.04. Classification of Loans and Borrowings. For purposes of this Agreement, Loans
may be classified and referred to by Class (e.g., a “U.S. Revolving Loan”) or by Type (e.g., a
“Eurocurrency Loan”) or by Class and Type (e.g., a “U.S. Eurocurrency Revolving Loan”). Borrowings
also may be classified and referred to by Class (e.g., a “U.S. Revolving Credit Borrowing”) or by
Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “U.S. Eurocurrency Revolving
Credit Borrowing”).



     SECTION 1.05. Exchange Rate Calculations. Whenever it shall be necessary to determine the
Required Lenders, or the allocation of any payment to be made to or by the Lenders holding Loans
and Commitments denominated in Euro or another Designated Foreign Currency, (a) the Dollar
Equivalent of the Term Loans denominated in any Designated Foreign Currency as determined at the
time such Term Loans are made and (b) the Dollar Equivalent of the Revolving Credit Commitments
denominated in any Designated Foreign Currency at the time such Revolving Credit Commitments become
effective shall be used to make such determination. In addition, where the permissibility of a
transaction depends upon compliance with, or is determined by reference to, amounts stated in
Dollars or Euro, any amount stated in another currency shall be translated to Dollars or Euro, as
the case may be, at the Exchange Rate then in effect and the permissibility of actions taken under
Article VI shall not be affected by subsequent fluctuations in exchange rates.



     SECTION 1.06. Designation as Senior Debt. The Loans and other Bank Obligations are hereby
designated as “Senior Indebtedness” and “Designated Senior Indebtedness” for all purposes of the
Subordinated Note Documents and the Existing Intercreditor Agreement.



ARTICLE II




The Credits



     SECTION 2.01. Commitments. (a) Subject to the terms and conditions and relying upon the
representations and warranties herein set forth, (i) each U.S. Revolving Credit Lender agrees,
severally and not jointly, to make U.S. Revolving Loans to the U.S. Revolving Borrowers in Dollars,
at any time and from time to time on or after the Closing Date, and until the earlier of the
Revolving Credit Maturity Date and the termination of the U.S. Revolving Credit Commitment of such
Lender in accordance with the terms hereof and in an aggregate principal amount at any time
outstanding that will not result in (x) such Lender’s U.S. Revolving Credit Exposure exceeding its
U.S. Revolving Credit Commitment or (y) the Aggregate U.S. Revolving Credit Exposure exceeding the
Total U.S. Revolving Credit Commitments and (ii) each European Revolving Credit Lender agrees,
severally and not jointly, to make European Revolving Loans to the European Borrowers in a
Designated Foreign Currency, from time to time
on or after the Closing Date, and until the earlier of the Revolving Credit Maturity Date



56









 




and the termination of its European Revolving Credit Commitment in accordance with the terms hereof, in
an aggregate principal amount that will not result in (x) such Lender’s European Revolving Credit
Exposure exceeding its European Revolving Credit Commitment or (y) the Aggregate European Revolving
Credit Exposure exceeding the Total European Revolving Credit Commitments. Within the limits set
forth in clauses (i) and (ii) of the preceding sentence and subject to the terms, conditions and
limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans.
Amounts paid or prepaid in respect of Term Loans may not be reborrowed.





     (b) Each Lender having an Incremental Term Loan Commitment (including a Tranche C Term
Loan Commitment on the Second Restatement Date) or an Other Revolving Credit Commitment,
severally and not jointly, hereby agrees, subject to the terms and conditions and relying upon
the representations and warranties set forth herein and in the applicable Incremental
Assumption Agreement, to make Incremental Term Loans or Other Revolving Loans, in an aggregate
principal amount, to the Borrowers and on the terms and conditions set forth in the applicable
Incremental Assumption Agreement. Amounts paid or prepaid in respect of Incremental Term
Loans may not be reborrowed.



     SECTION 2.02. Loans. (a) Each Loan shall be made as part of a Borrowing consisting of
Loans of the applicable Class made by the Lenders ratably in accordance with their respective
applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall
not in itself relieve any other Lender of its obligation to lend hereunder (it being understood,
however, that no Lender shall be responsible for the failure of any other Lender to make any Loan
required to be made by such other Lender). Except for Loans deemed made pursuant to Section
2.02(f), the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i)
an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum (except,
with respect to any Borrowing of Incremental Term Loans or Other Revolving Loans, to the extent
otherwise provided in the related Incremental Assumption Agreement) or (ii) equal to the remaining
available balance of the applicable Commitments.




     (b) Subject to Sections 2.02(f), 2.08, 2.15 and 2.22(f), (i) each Borrowing denominated
in Dollars shall be comprised entirely of ABR Loans or Eurocurrency Loans as the applicable
U.S. Borrower may request pursuant to Section 2.03 and (ii) each Borrowing denominated in a
Designated Foreign Currency shall be comprised entirely of Eurocurrency Loans. Each Lender
may at its option make any Eurocurrency Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided that any exercise of such option shall
not affect the obligation of the applicable Borrower to repay such Loan in accordance with the
terms of this Agreement. Borrowings of more than one Type may be outstanding at the same
time; provided, however, that no Borrower shall be entitled to request any Borrowing that, if
made, would result in more than 14 Eurocurrency Borrowings of the U.S. Borrowers in the
aggregate and six Eurocurrency Borrowings of the European Borrowers in the aggregate being
outstanding hereunder at any time (or in
each such case such greater number of Eurocurrency Borrowings permitted by the
Administrative Agent in its sole discretion). For purposes of the foregoing,



57









 






Borrowings
having different Interest Periods, regardless of whether they commence on the same date, shall
be considered separate Borrowings.




     (c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds in the applicable currency to such account as the Administrative
Agent may designate not later than (i) 12:00 (noon), New York City time, in the case of a
Eurocurrency Borrowing denominated in Dollars or an ABR Borrowing or (ii) 8:00 a.m., New York
City time, in the case of any Borrowings denominated in a Designated Foreign Currency, and the
Administrative Agent shall promptly credit the amounts so received to an account in the name
of the applicable Borrower, designated by such Borrower in the applicable Borrowing Request
or, if a Borrowing shall not occur on such date because any condition precedent herein
specified shall not have been met, return the amounts so received to the respective Lenders.




     (d) Unless the Administrative Agent shall have received notice from a Lender prior to
the date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender
has made such portion available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above and the Administrative Agent may, in reliance upon such
assumption, make available to the applicable Borrower on such date a corresponding amount. If
the Administrative Agent shall have so made funds available then, to the extent that such
Lender shall not have made such portion available to the Administrative Agent, such Lender and
the applicable Borrower severally agree to repay to the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon, for each day from the date
such amount is made available to such Borrower to but excluding the date such amount is repaid
to the Administrative Agent at (i) in the case of such Borrower, a rate per annum equal to the
interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the
case of such Lender, a rate determined by the Administrative Agent to represent its cost of
overnight or short-term funds in the applicable currency (which determination shall be
conclusive absent manifest error). If such Lender shall repay to the Administrative Agent
such corresponding amount, such amount shall constitute such Lender’s Loan as part of such
Borrowing for purposes of this Agreement.




     (e) Notwithstanding any other provision of this Agreement, no Borrower shall be
entitled to request any Revolving Credit Borrowing if the Interest Period requested with
respect thereto would end after the Revolving Credit Maturity Date.




     (f) If the applicable Issuing Bank shall not have received from the applicable Borrower
the payment required to be made by Section 2.22(e) within the
time specified in such Section, such Issuing Bank will promptly notify the Administrative
Agent of the applicable L/C Disbursement and the Administrative Agent will promptly notify
each applicable Revolving Credit Lender of such L/C



58









 






Disbursement and its Pro Rata Percentage
thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available
funds to the Administrative Agent, an amount equal to such Lender’s Pro Rata Percentage of
such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing
set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to
constitute an ABR Revolving Loan (in the case of a U.S. L/C disbursement) or a Eurocurrency
Revolving Loan with an Interest Period of one month (in the case of a European L/C
Disbursement), as the case may be, of such Lender and, to the extent of such payment, the
obligations of the applicable Borrower in respect of such L/C Disbursement shall be discharged
and replaced with the resulting ABR Revolving Credit Borrowing or Eurocurrency Revolving
Credit Borrowing, as applicable and (ii) if such conditions precedent to borrowing have not
been satisfied, then any such amount paid by any Revolving Credit Lender shall not constitute
a Loan and shall not relieve the applicable Borrower from its obligation to reimburse such L/C
Disbursement), and the Administrative Agent will promptly pay to such Issuing Bank amounts so
received by it from each Revolving Credit Lender. The fundings by the Revolving Credit
Lenders pursuant to this paragraph shall be made on the dates, and prior to the times, that
would be required for the funding of a Revolving Credit Borrowing were the Administrative
Agent’s notice deemed to be a Borrowing notice pursuant to Section 2.03. The Administrative
Agent will promptly pay to such Issuing Bank any amounts received by it from the applicable
Borrowers pursuant to Section 2.22(e) prior to the time that any Revolving Credit Lender makes
any payment pursuant to this paragraph (f); any such amounts received by the Administrative
Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit
Lenders that shall have made such payments and to such Issuing Bank, as their interests may
appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such
L/C Disbursement available to the Administrative Agent as provided above, such Lender and the
applicable Borrower severally agree to pay interest on such amount, for each day from and
including the date such amount is required to be paid in accordance with this paragraph to but
excluding the date such amount is paid, to the Administrative Agent for the account of such
Issuing Bank at (i) in the case of such Borrower, a rate per annum equal to the interest rate
applicable to Revolving Loans pursuant to Section 2.06(a) or (b), and (ii) in the case of such
Lender, (x) for amounts denominated in Dollars, for the first such day, the Federal Funds
Effective Rate, and for each day thereafter, the Alternate Base Rate and (y) for amounts
denominated in a Designated Foreign Currency, for the first such day, a rate determined by the
Administrative Agent to represent its cost of overnight or short-term funds in such Designated
Foreign Currency (which determination shall be conclusive absent manifest error), and for each
day thereafter, the Foreign Base Rate applicable to such Designated Foreign Currency.



     SECTION 2.03. Borrowing Procedure. In order to request a Borrowing (other than a deemed
Borrowing pursuant to Section 2.02(f) as to which this Section 2.03 shall not apply), a Borrower
shall notify the Administrative Agent of such request by telephone (a) in the case of a
Eurocurrency Borrowing denominated in Dollars or an ABR Borrowing, not later than 12:00 (noon), New
York City time, three Business Days before



59









 




a proposed Borrowing and (b) in the case of a
Eurocurrency Borrowing denominated in a Designated Foreign Currency, not later than 12:00 (noon),
New York City time, four Business Days before a proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable (provided that a Borrowing Request for Tranche C Term Loans may be
revocable to the extent expressly set forth in Amendment No. 6) and shall be confirmed promptly by
hand delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify
the following information: (i) whether the Borrowing then being requested is to be a Borrowing of
U.S. Term Loans, European Term Loans, Incremental Term Loans of any other Class, U.S. Revolving
Loans, European Revolving Loans or Other Revolving Loans and whether such Borrowing is to be a
Eurocurrency Borrowing or an ABR Borrowing (or, subject to limitations contained in the definition
of the term “FBR”, a FBR Borrowing) (provided that, until the Administrative Agent shall have
notified the Borrowers that the primary syndication of the Term Loans has been completed (which
notice shall be given as promptly as practicable and, in any event, within 30 days after the Second
Restatement Date), the Borrowers shall not be permitted to request a Eurocurrency Term Borrowing
with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a
Business Day); (iii) the number and location of the account to which funds are to be disbursed;
(iv) the amount and currency of such Borrowing; and (v) if such Borrowing is to be a Eurocurrency
Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any
contrary specification in any Borrowing Request, (x) each requested Borrowing shall comply with the
requirements set forth in Section 2.02 and (y) no Borrowing may be requested to be made on the same
day that a prepayment under Section 2.12 of Loans of the same Class and Type the requested
Borrowing is scheduled to be made. If no election as to the Type of Borrowing is specified in any
such notice, then the requested Borrowing shall be in the case of Borrowing denominated in Dollars,
an ABR Borrowing, and (y) in the case of a Borrowing denominated in a Designated Foreign Currency,
a Eurocurrency Borrowing. If no Interest Period with respect to any Eurocurrency Borrowing is
specified in any such notice, then the applicable Borrower shall be deemed to have selected an
Interest Period of one month’s duration. The Administrative Agent shall promptly advise the
applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof),
and of each Lender’s portion of the requested Borrowing.




     SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The U.S. Term Borrowers hereby
unconditionally promise to pay to the Administrative Agent for the account of each applicable
Lender the principal amount of the applicable Class of U.S. Term Loans of such Lender as provided
in Section 2.11. The U.S. Revolving Borrowers hereby unconditionally promise to pay to the
Administrative Agent for the account of each applicable Lender the then unpaid principal amount of
each U.S. Revolving Loan of
such Lender on the Revolving Credit Maturity Date. The European Term Borrowers hereby
unconditionally promise to pay to the Administrative Agent for the account of each applicable
Lender the principal amount of each European Term Loan of such Lender as provided in Section 2.11.
The European Borrowers hereby unconditionally promise to pay to the Administrative Agent for the
account of each applicable Lender the then unpaid principal amount of each European Revolving Loan
of such Lender on the Revolving Credit Maturity Date.



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     (b) Each Lender shall maintain, in accordance with its usual practice, an account or
accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan
made by such Lender from time to time, including the amounts of principal and interest payable
and paid to such Lender from time to time under this Agreement.




     (c) The Administrative Agent shall maintain accounts in which it will record (i) the
amount of each Loan made hereunder, the Class, Type and currency thereof and, if applicable,
the Interest Period applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder from any Borrower or any
Guarantor and each Lender’s share thereof.




     (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c)
above shall be prima facie evidence of the existence and amounts of the obligations therein
recorded; provided, however, that the failure of any Lender or the Administrative Agent to
maintain such accounts or any error therein shall not in any manner affect the obligations of
any Borrower to repay the Loans in accordance with their terms.




     (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory
note. In such event, each applicable Borrower shall execute and deliver to such Lender a
promissory note payable to such Lender and its registered assigns and in a form and substance
reasonably acceptable to the Administrative Agent and such Borrower. Notwithstanding any
other provision of this Agreement, in the event any Lender shall request and receive such a
promissory note, the interests represented by such note shall at all times (including after
any assignment of all or part of such interests pursuant to Section 9.04) be represented by
one or more promissory notes payable to the payee named therein or its registered assigns.



     SECTION 2.05. Fees. (a) Each U.S. Revolving Borrower, jointly and severally, agrees to
pay to each U.S. Revolving Credit Lender (other than a Defaulting Lender), through the
Administrative Agent, on the last Business Day of March, June, September and December in each year
and on each date on which any Commitment of such Lender shall expire or be terminated as provided
herein, a commitment fee in Dollars equal to 2.00% per annum on the daily unused amount of the U.S.
Revolving Credit Commitment of such Lender during the preceding quarter (or other period
commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date
on which the Commitments of such Lender shall expire or be terminated). Each European Borrower,
jointly and severally, agrees to pay to each European Revolving Credit Lender (other than a
Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June,
September and December in each year and on each date on which any Commitment of such Lender shall
expire or be terminated as provided herein, a commitment fee in Euro equal to 2.00% per annum on
the daily unused amount of the European Revolving Credit Commitment of such Lender during the
preceding quarter (or other period commencing with the Closing Date or ending with the Revolving



61









 




Credit Maturity Date or the date on which the Commitments of such Lender shall expire or be
terminated). The fees described in the preceding two sentences are collectively called the
“Commitment Fees”. All Commitment Fees shall be computed on the basis of the actual number of days
elapsed in a year of 360 days.





     (b) Each Borrower agrees to pay to the Administrative Agent, for its own account and
the accounts of its Affiliates referred to therein, the fees set forth in the Fee Letter at
the times and in the amounts specified therein (the “Administrative Agent Fees”).




     (c) Each U.S. Revolving Borrower agrees to pay to each U.S. Revolving Credit Lender
(other than a Defaulting Lender), through the Administrative Agent, on the last Business Day
of March, June, September and December of each year and on the date on which the U.S.
Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee in
Dollars calculated on such Lender’s Pro Rata Percentage of the daily aggregate U.S. L/C
Exposure (excluding the portion thereof attributable to unreimbursed U.S. L/C Disbursements)
during the preceding quarter (or shorter period commencing with the Closing Date or ending
with the Revolving Credit Maturity Date or the date on which all U.S. Letters of Credit have
been canceled or have expired and the U.S. Revolving Credit Commitments of all Lenders shall
have been terminated) at a rate per annum equal to the Applicable Margin from time to time
used to determine the interest rate on Revolving Credit Borrowings comprised of Eurocurrency
Loans pursuant to Section 2.06. Each European Borrower agrees to pay to each European
Revolving Credit Lender (other than a Defaulting Lender), through the Administrative Agent, on
the last Business Day of March, June, September and December of each year and on the date on
which the European Revolving Credit Commitment of such Lender shall be terminated as provided
herein, a fee calculated on such Lender’s Pro Rata Percentage of the daily aggregate European
L/C Exposure (excluding the portion thereof attributable to unreimbursed European L/C
Disbursements) during the preceding quarter (or shorter period commencing with the Closing
Date or ending with the Revolving Credit Maturity Date or the date on which all European
Letters of Credit have been canceled or have expired and the European Revolving Credit
Commitments of all Lenders shall have been terminated) at a rate per annum equal to the
Applicable Margin from time to time used to determine the interest rate on Revolving Credit
Borrowings comprised of Eurocurrency Loans pursuant to Section 2.06. The fees described in
the preceding two sentences are collectively called the
“L/C Participation Fees”. Each U.S. Revolving Borrower and European Borrower agrees to
pay to each Issuing Bank for its own account, the fronting, issuing and drawing fees specified
from time to time by such Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees
and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a
year of 360 days.




     (d) All Fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution, if and as appropriate, among the Lenders, except that
the Issuing Bank Fees shall be paid directly to the applicable



62









 






Issuing Bank. Once paid, none
of the Fees shall be refundable under any circumstances.



     SECTION 2.06. Interest on Loans. (a) Subject to the provisions of Section 2.07, the Loans
comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of
days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is
determined by reference to the Prime Rate and over a year of 360 days at all other times and
calculated from and including the date of such Borrowing to but excluding the date of repayment
thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.




     (b) Subject to the provisions of Section 2.07, the Loans comprising each Eurocurrency
Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over
a year of 360 days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest
Period in effect for such Borrowing plus the Applicable Margin.




     (c) Subject to the provisions of Section 2.07, the Loans comprising each FBR Borrowing
shall bear interest (computed on the basis of the actual days elapsed over a year of 360 days,
as the case may be) at a rate per annum equal to the Foreign Base Rate in effect for such
Borrowing plus the Applicable Margin.




     (d) Interest on each Loan shall be payable on the Interest Payment Dates applicable to
such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate,
Foreign Base Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest
Period, as the case may be, shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.




     (e) It is understood that the Adjusted LIBO Rate and the Applicable Margin with respect
to the European Term Loans and the Tranche B Term Loans for any portion of any Interest Period
or for any other period that occurs prior to the Second Restatement Effective Date shall,
solely with respect to such portion of such Interest Period or such other period, be the
Adjusted LIBO Rate and the Applicable Margin (without giving effect to Amendment No. 6), and
thereafter the Adjusted LIBO Rate and the Applicable Margin as defined herein shall apply.



     SECTION 2.07. Default Interest. If any Borrower shall default in the payment of any
principal of or interest on any Loan or any other amount due hereunder or under any other Loan
Document, by acceleration or otherwise, until such defaulted amount shall have been paid in full,
to the extent permitted by law, all overdue amounts outstanding under this Agreement and the other
Loan Documents shall bear interest (after as well as before judgment), payable on demand, (a) in
the case of overdue principal, at the rate otherwise applicable to such Loan pursuant to Section
2.06 plus 2.00% per annum and (b) with respect to all other overdue amounts, at a rate per annum
(computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the
case may be, when determined by reference to the Prime Rate and over a year of 360



63









 




days at all
other times) equal to the rate that would be applicable to a Daily Rate Tranche C Term Loan plus
2.00% per annum.




     SECTION 2.08. Alternate Rate of Interest. In the event, and on each occasion, that on the
day two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing
the Administrative Agent shall have determined that deposits in the applicable currency in the
principal amounts of the Loans comprising such Borrowing are not generally available in the
applicable interbank market, or that the rates at which such deposits are being offered will not
adequately and fairly reflect the cost to a majority in interest of the Lenders of the applicable
Class of making or maintaining Eurocurrency Loans during such Interest Period, or that reasonable
means do not exist for ascertaining the Adjusted LIBO Rate or the EURIBO Rate, the Administrative
Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to
each applicable Borrower and the applicable Lenders. In the event of any such determination, until
the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances
giving rise to such notice no longer exist, any request by a Borrower for a Eurocurrency Borrowing
in the affected currency pursuant to Section 2.03 or 2.10 shall be deemed to be a request for a
Daily Rate Borrowing in such currency. Each determination by the Administrative Agent under this
Section 2.08 shall be conclusive absent manifest error.



     SECTION 2.09. Termination and Reduction of Commitments. (a) Any Incremental Term Loan
Commitments shall terminate as provided in the related Incremental Assumption Agreement. The
Revolving Credit Commitments shall automatically terminate on the Revolving Credit Maturity Date.
The L/C Commitments shall automatically terminate on the earlier to occur of (i) the termination of
the applicable Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit
Maturity Date.




     (b) Upon at least three Business Days’ prior irrevocable written or fax notice to the
Administrative Agent, the applicable U.S. Borrowers or the applicable European Borrowers may
at any time in whole permanently terminate, or from time to time in part permanently reduce,
the Term Loan Commitments of any Class or the Revolving Credit Commitments extended to such
Borrowers; provided, however, that (i) each partial reduction of any Term Loan Commitments or
any Revolving Credit Commitments of any Class shall be in an integral multiple of the
Borrowings
Multiple and in a minimum amount equal to the Borrowing Minimum, (ii) the Total U.S.
Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate
U.S. Revolving Credit Exposure (without taking into account Letters of Credit that have been
cash collateralized or backstopped in a manner reasonably satisfactory to the Administrative
Agent) at the time and (iii) the Total European Revolving Credit Commitment shall not be
reduced to an amount that is less than the Aggregate European Revolving Credit Exposure
(without taking into account Letters of Credit that have been cash collateralized or
backstopped in a manner reasonably satisfactory to the Administrative Agent) at the time.
Notwithstanding anything to the contrary contained in this Agreement, the applicable U.S.
Borrowers and the applicable European Borrowers may rescind any



64









 






notice of termination under
this Section 2.09 if such termination would have resulted from a refinancing of all of the
relevant Loans, which refinancing shall not be consummated or shall otherwise be delayed.




     (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of
a Class hereunder shall be made ratably among the Lenders in accordance with their respective
Commitments of such Class. The U.S. Borrowers or the European Borrowers, as applicable, shall
pay to the Administrative Agent for the account of the applicable Lenders, on the date of each
termination or reduction, of any Revolving Credit Commitments, the Commitment Fees on the
amount of the Commitments so terminated or reduced accrued to but excluding the date of such
termination or reduction.



     SECTION 2.10. Conversion and Continuation of Borrowings. The applicable Borrowers shall have
the right at any time upon prior irrevocable written notice to the Administrative Agent (a) not
later than 12:00 (noon), New York City Time, three Business Days prior to the day of conversion or
continuation, to (x) convert any Eurocurrency Borrowing denominated in Dollars into an ABR
Borrowing or to continue any Eurocurrency Borrowing denominated in Dollars as a Eurocurrency
Borrowing for an additional Interest Period, (y) convert any ABR Borrowing into a Eurocurrency
Borrowing or (z) convert the Interest Period with respect to any Eurocurrency Borrowing denominated
in Dollars to another permissible Interest Period and (b) not later than 12:00 (noon), New York
City time, four Business Days prior to conversion or continuation, to (A) continue any Eurocurrency
Borrowing denominated in a Designated Foreign Currency as a Eurocurrency Borrowing for an
additional Interest Period or (B) convert the Interest Period with respect to any Eurocurrency
Borrowing denominated in a Designated Foreign Currency to another permissible Interest Period,
subject in each case to the following:




     (i) until the Administrative Agent shall have notified the Borrowers that the primary
syndication of the Tranche C Term Loans has been completed (which notice shall be given as
promptly as practicable and, in any event, within 30 days after the Second Restatement
Date), no Daily Rate Term Borrowing may be converted into a Eurocurrency Term Borrowing
with an Interest Period in excess of one month;




     (ii) each conversion or continuation shall be made pro rata among the Lenders in
accordance with the respective principal amounts of the Loans comprising the converted or
continued Borrowing;




     (iii) if less than all the outstanding principal amount of any Borrowing shall be
converted or continued, then each resulting Borrowing shall satisfy the limitations
specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number
of Borrowings of the relevant Type;




     (iv) each conversion shall be effected by each Lender and the Administrative Agent by
recording for the account of such Lender the new Loan



65









 






of such Lender resulting from such
conversion and reducing the Loan (or portion thereof) of such Lender being converted by an
equivalent principal amount; and accrued interest on any Eurocurrency Loan (or portion
thereof) being converted shall be paid by the applicable Borrower at the time of
conversion;




     (v) if any Eurocurrency Borrowing is converted at a time other than the end of the
Interest Period applicable thereto, the applicable Borrower shall pay, upon demand, any
amounts due to the Lenders pursuant to Section 2.16;




     (vi) any portion of a Borrowing maturing or required to be repaid in less than one
month may not be converted into or continued as a Eurocurrency Borrowing;




     (vii) any portion of a Eurocurrency Borrowing that cannot be converted into or
continued as a Eurocurrency Borrowing by reason of the immediately preceding clause shall
be automatically converted at the end of the Interest Period in effect for such Borrowing
into a Daily Rate Borrowing;




     (viii) no Interest Period may be selected for any Eurocurrency Term Borrowing that
would end later than a Term Loan Repayment Date occurring on or after the first day of such
Interest Period if, after giving effect to such selection, the aggregate outstanding amount
of (A) the Eurocurrency Term Borrowings comprised of Term Loans or Other Term Loans, as
applicable, with Interest Periods ending on or prior to such Term Loan Repayment Date and
(B) the Daily Rate Term Borrowings comprised of Term Loans or Other Term Loans, as
applicable, would not be at least equal to the principal amount of Term Borrowings to be
paid on such Term Loan Repayment Date; and




     (ix) upon notice to the Borrowers from the Administrative Agent given at the request
of the Required Lenders, after the occurrence and during the continuance of an Event of
Default, (A) no outstanding Loan (except, and subject to clause (C), Loans comprising a
Borrowing denominated in a Designated Foreign Currency) may be converted into, or continued
as, a Eurocurrency Loan, (B) each outstanding Eurocurrency Borrowing denominated in Dollars
shall be automatically converted at the end of the Interest Period in effect for such
Borrowing into an ABR Borrowing and (C) no Interest Period in excess of one month may
be selected for any Borrowing denominated in a Designated Foreign Currency.



     Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this
Agreement and specify (i) the identity and amount of the Borrowing that the applicable Borrower
requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued
as a Eurocurrency Borrowing or an ABR Borrowing or, to the extent required by Section 2.10(vii), an
FBR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall
be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency
Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any
such



66









 




notice with respect to any conversion to or continuation as a Eurocurrency Borrowing, the
applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.
The Administrative Agent shall advise the applicable Lenders of any notice given pursuant to this
Section 2.10 and of each such Lender’s portion of any converted or continued Borrowing. If the
applicable Borrower shall not have given notice in accordance with this Section 2.10 to continue
any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in
accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of
the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), (i) in the
case of a Borrowing denominated in Dollars, automatically be continued as an ABR Borrowing and (ii)
in the case of a Borrowing denominated in a Designated Foreign Currency, automatically be continued
as a new Eurocurrency Borrowing with an Interest Period of one month.




     SECTION 2.11. Repayment of Term Borrowings. (a) (i) The U.S. Term Borrowers shall pay to
the Administrative Agent, for the account of the Tranche B Term Lenders, on the last Business Day
of each calendar quarter ending after the Restatement Date, (x) a principal amount of the Tranche B
Term Loans (as adjusted from time to time pursuant to Sections 2.12, 2.13(f) and 2.23(d)) equal to
0.25% of the aggregate principal amount of the Tranche B Term Loans outstanding on the Restatement
Date (commencing with the first full calendar quarter following the Restatement Date) and (y) if
the Graham Packaging Closing Date occurs and for so long as Graham Packaging and its subsidiaries
are Designated Excluded Subsidiaries, a principal amount of the Tranche B Term Loans equal to the
Additional Tranche B Term Loan Amortization Amount (commencing with the first full calendar quarter
following the Graham Packaging Closing Date), together in each case with accrued and unpaid
interest on the principal amount to be paid to but excluding the date of such payment.




     (ii) The European Term Borrowers shall pay to the Administrative Agent, for the
account of the European Term Lenders, on the last Business Day of each calendar quarter
following the Restatement Date, (x) a principal amount of the European Term Loans (as
adjusted from time to time pursuant to Sections 2.12, 2.13(f) and 2.23(d)) equal to 0.25%
of the aggregate principal amount of the European Term Loans outstanding on the Restatement
Date (commencing with
the first full calendar quarter following the Restatement Date) and (y) if the Graham
Packaging Closing Date occurs and for so long as Graham Packaging and its subsidiaries are
Designated Excluded Subsidiaries, a principal amount of the European Term Loans equal to
the Additional European Term Loan Amortization Amount (commencing with the first full
calendar quarter following the Graham Packaging Closing Date), together in each case with
accrued and unpaid interest on the principal amount to be paid to but excluding the date of
such payment.




     (iii) The U.S. Term Borrowers shall pay to the Administrative Agent, for the account
of the Tranche C Term Lenders, on the last Business Day of each calendar quarter ending
after the Graham Packaging Closing Date, (x) a principal amount of the Tranche C Term Loans
(as adjusted from time to time pursuant to Sections 2.12, 2.13(f) and 2.23(d)) equal to
0.25% of the aggregate principal



67









 






amount of the Tranche C Term Loans outstanding on the
Graham Packaging Closing Date (commencing with the first full calendar quarter following
the Graham Packaging Closing Date) and (y) if the Graham Packaging Closing Date occurs and
for so long as Graham Packaging and its subsidiaries are Designated Excluded Subsidiaries,
a principal amount of the Tranche C Term Loans equal to the Additional Tranche C Term Loan
Amortization Amount (commencing with the first full calendar quarter following the Graham
Packaging Closing Date), together in each case with accrued and unpaid interest on the
principal amount to be paid to but excluding the date of such payment.




     (iv) Except with respect to the Term Loans described in the preceding clauses of this
Section 2.11(a), the applicable Term Borrower or Term Borrowers shall pay to the
Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental
Term Loan Repayment Date, a principal amount of the Other Term Loans (as adjusted from time
to time pursuant to Sections 2.12 and 2.13(f)) equal to the amount set forth for such date
in the applicable Incremental Assumption Agreement, together in each case with accrued and
unpaid interest on the principal amount to be paid to but excluding the date of such
payment.




     (b) To the extent not previously paid, all Term Loans and Other Term Loans shall be due
and payable on the European Term Loan Maturity Date, the Tranche B Term Loan Maturity Date,
the Tranche C Term Loan Maturity Date or the Incremental Term Loan Maturity Date, as the case
may be, applicable to such Class of Term Loans or Other Term Loans, together with accrued and
unpaid interest on the principal amount to be paid to but excluding the date of payment.




     (c) All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but
shall otherwise be without premium or penalty.



     SECTION 2.12. Voluntary Prepayment. (a) The Borrowers shall have the right at any time
and from time to time to prepay any Borrowing, in whole or in part, (i) upon at least three
Business Days’ prior written or fax notice (or telephone notice
promptly confirmed by written or fax notice) to the Administrative Agent, not later than 12:00
(noon), New York City time, in the case of Eurocurrency Loans denominated in Dollars and in the
case of ABR Loans, or (ii) written or fax notice (or telephone notice promptly confirmed by written
or fax notice) to the Administrative Agent, at least four Business Days prior to the date of
prepayment in the case of Eurocurrency Loans denominated in a Designated Foreign Currency, to the
Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each
partial prepayment shall be in an amount that is an integral multiple of the Borrowing Multiple and
not less than the Borrowing Minimum and (ii) at the applicable Borrower’s election in connection
with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment may not,
so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting
Lender.



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     (b) Notwithstanding anything to the contrary contained in this Section 2.12 or any
other provision of this Agreement and without otherwise limiting the rights in respect of
prepayments of the Loans, so long as no Default or Event of Default has occurred and is
continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may
repurchase outstanding Term Loans pursuant to this Section 2.12 on the following basis:




     (i) The Repurchaser may conduct one or more auctions (each, an “Auction”) to
repurchase all or any portion of the Term Loans of any Class by providing written notice to
the Administrative Agent (for distribution to the Term Lenders of the related Class)
identifying the Term Loans that will be the subject of the Auction (an “Auction Notice”).
Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent
and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000
or €10,000,000, as the case may be, with minimum increments of $1,000,000 or €1,000,000, as
the case may be (the “Auction Amount”) and (y) the discount to par, which shall be a range
(the “Discount Range”) of percentages of the par principal amount of the Term Loans at
issue that represents the range of purchase prices that could be paid in the Auction;




     (ii) In connection with any Auction, each Term Lender of the related Class may, in its
sole discretion, participate in such Auction and may provide the Administrative Agent with
a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable
to the Administrative Agent and shall specify (x) a discount to par that must be expressed
as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a
principal amount of Term Loans which must be in increments of $1,000,000 or €1,000,000, as
the case may be, or in an amount equal to the Term Lender’s entire remaining amount of such
Term Loans (the “Reply Amount”). Term Lenders may only submit one Return Bid per Auction.
In addition to the Return Bid, the participating Term Lender must execute and deliver, to
be held in escrow by the Administrative Agent, an Assignment and Acceptance in a form
reasonably acceptable to the Administrative Agent;




     (iii) Based on the Reply Discounts and Reply Amounts received by the Administrative
Agent, the Administrative Agent, in consultation with the Repurchaser, will determine the
applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest
Reply Discount for which the Repurchaser can complete the Auction at the Auction Amount;
provided that, in the event that the Reply Amounts are insufficient to allow the
Repurchaser to complete a purchase of the entire Auction Amount (any such Auction, a
“Failed Auction”), the Repurchaser shall either, at its election, (x) withdraw the Auction
or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount.
The Repurchaser shall purchase Term Loans subject to such Auctions (or the respective
portions thereof) from each applicable Term Lender with a Reply Discount that is equal to
or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount;
provided, further, that if the



69









 






aggregate proceeds required to purchase all Term Loans
subject to Qualifying Bids would exceed the Auction Amount for such Auction, the
Repurchaser shall purchase such Term Loans at the Applicable Discount ratably based on the
principal amounts of such Qualifying Bids (subject to rounding requirements specified by
the Administrative Agent). Each participating Term Lender will receive notice of a
Qualifying Bid as soon as reasonably practicable but in no case later than five Business
Days from the date the Return Bid was due;




     (iv) Once initiated by an Auction Notice, the Repurchaser may not withdraw an Auction
other than a Failed Auction. Furthermore, in connection with any Auction, upon submission
by a Term Lender of a Qualifying Bid, such Term Lender (each, a “Qualifying Lender”) will
be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case
may be, at the Applicable Discount;




     (v) With respect to all repurchases made by the Repurchaser pursuant to this Section
2.12(b), such repurchases shall be deemed to be voluntary prepayments pursuant to this
Section 2.12 in an amount equal to the aggregate principal amount of such Term Loans;
provided that such repurchases shall not be subject to the provisions of Section 2.12(a),
Section 2.17 and Section 2.18; and




     (vi) The repurchases by the Repurchaser of Term Loans pursuant to this Section 2.12(b)
shall be subject to the following conditions: (u) the Auction is open to all Term Lenders
of the applicable Class on a pro rata basis, (v) no Default or Event of Default has
occurred or is continuing or would result therefrom, (w) the Repurchaser shall at the time
of such repurchase affirm that it is not in possession of any material non-public
information that (A) has not been disclosed to the Lenders (other than Lenders that do not
wish to receive material non-public information with respect to Holdings or any of the
Subsidiaries) or has not otherwise been disseminated in a manner making it available to
investors generally and (B) could reasonably be expected to have a material effect upon, or
otherwise be material to, Holdings or any of the Subsidiaries or their respective
securities, (x) any Term Loans repurchased pursuant to this Section 2.12(b) shall
be automatically and permanently canceled upon acquisition thereof by the Repurchaser,
(y) the Repurchaser shall not use the proceeds of Revolving Loans (including Incremental
Revolving Loans) to acquire such Term Loans and (z) at the time of (and calculated on a pro
forma basis after giving effect to) any such repurchase, the Aggregate Revolving Credit
Exposure (excluding any outstanding L/C Exposure) shall not exceed unrestricted cash and
cash equivalents on hand of Holdings and the Subsidiaries.




     (c) Voluntary prepayments of Term Loans pursuant to Section 2.12(a) shall be allocated
among the Classes of Term Loans as specified by the applicable Term Borrower or Term Borrowers
and shall be applied against the remaining scheduled installments of principal due in respect
of the Term Loans of any such Class under Section 2.11 as specified by the applicable Term
Borrower or Term Borrowers.



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     (d) Each notice of prepayment shall specify the prepayment date and the principal
amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (provided
that such notice may be conditioned on receiving the proceeds of any refinancing) and shall
commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the
date stated therein; provided, however, that if such prepayment is for all of the then
outstanding Loans of a Class, then the applicable Borrower may revoke such notice and/or
extend the prepayment date by not more than five Business Days; provided further, however,
that the provisions of Section 2.16 shall apply with respect to any such revocation or
extension. All prepayments under Section 2.12(a) shall be subject to Sections 2.12(e), 2.12
(f) and 2.16, but shall otherwise be without premium or penalty. All prepayments under
Section 2.12(a) (other than prepayments of Daily Rate Revolving Loans that are not made in
connection with the termination or permanent reduction of the applicable Revolving Credit
Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be
prepaid to but excluding the date of payment.




     (e) If, prior to the first anniversary of the Second Restatement Date, (i) all or any
portion of the European Term Loans or the Tranche B Term Loans are prepaid out of the proceeds
of a substantially concurrent issuance or incurrence of Indebtedness or (ii) a European Term
Lender or a Tranche B Term Lender must assign its European Term Loans or Tranche B Term Loans,
as the case may be, pursuant to Section 2.21, in each case as a result of its failure to
consent to an amendment that would reduce any of the interest rate margins (or other
pricing-related terms) then in effect with respect to such European Term Loans or Tranche B
Term Loans, as the case may be, then in each case the aggregate principal amount so prepaid or
assigned will be subject to a fee payable by the European Term Borrowers, in the case of
European Term Loans, or the U.S. Term Borrowers, in the case of Tranche B Term Loans, in each
case equal to 1.0% of the principal amount thereof; provided that this Section 2.12(e) shall
not apply to any prepayment of the Term Loans upon the occurrence of a Change in Control.




     (f) If, prior to the second anniversary of the Second Restatement Date, (i) all or any
portion of the Tranche C Term Loans are prepaid out of the proceeds of a substantially
concurrent issuance or incurrence of Indebtedness or (ii) a Tranche C Term Lender must assign
its Tranche C Term Loans pursuant to Section 2.21 as a result of its failure to consent to an
amendment that would reduce any of the interest rate margins (or other pricing-related terms)
then in effect with respect to such Tranche C Term Loans, then in each case the aggregate
principal amount so prepaid or assigned will be subject to a fee payable by U.S. Term
Borrowers equal to 1.0% of the principal amount thereof; provided that this Section 2.12(f)
shall not apply to any prepayment of the Term Loans upon the occurrence of a Change in
Control.



     SECTION 2.13. Mandatory Prepayments. (a) In the event of any termination of all the
Revolving Credit Commitments of a Class, the applicable Borrowers shall, on the date of such
termination, repay or prepay all their outstanding Revolving Credit Borrowings and replace or cause
to be canceled (or cash collateralize or backstop



71









 




pursuant to arrangements satisfactory to the
Administrative Agent and each applicable Issuing Bank) all outstanding Letters of Credit issued by
each such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit
Commitments of a Class or at any other time, the Aggregate U.S. Revolving Credit Exposure or
Aggregate European Revolving Credit Exposure, as applicable, would exceed the Total U.S. Revolving
Credit Commitment or Total European Revolving Credit Commitment, as applicable, then the U.S.
Borrowers or European Borrowers, as applicable, shall, on the date of such reduction or at such
other time, repay or prepay Revolving Credit Borrowings of such Class and, after the Revolving
Credit Borrowings of such Class shall have been repaid or prepaid in full, replace or cause to be
canceled (or cash collateralize or backstop pursuant to arrangements satisfactory to the
Administrative Agent and such Issuing Bank) Letters of Credit issued by each such Issuing Bank in
an amount sufficient to eliminate such excess.





     (b) Not later than the third Business Day following the receipt of Net Cash Proceeds in
respect of any Asset Sale, the Borrowers shall apply 100% of the Net Cash Proceeds received
with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(f);
provided that (i) no such prepayment will be required until the Net Cash Proceeds in respect
of Asset Sales received from and after the time of the immediately preceding prepayment under
this clause (b) (or if no such prepayments have yet occurred, from the Closing Date) exceeds
€20,000,000 and (ii) with respect to the Net Cash Proceeds of any Asset Sale, the Borrowers
may use a portion of such Net Proceeds to prepay or repurchase Senior Secured Notes with Liens
on the Collateral ranking pari passu with the Liens securing the Bank Obligations to the
extent any applicable Senior Secured Note Indenture requires the Borrowers to prepay or make
an offer to purchase such Senior Secured Notes with the proceeds of such Asset Sale, in each
case in an amount not to exceed the product of (1) the amount of such Net Proceeds and (2) a
fraction, the numerator of which is the outstanding principal amount of the Senior Secured
Notes with a Lien on the Collateral ranking pari passu with the Liens securing the Bank
Obligations and with respect to which such a requirement to prepay or make an offer
to purchase exists and the denominator of which is the sum of the outstanding principal
amount of such Senior Secured Notes and the outstanding principal amount of Term Loans.




     (c) No later than the earlier of (i) 90 days after the end of each fiscal year of
Holdings, commencing with the fiscal year ending on December 31, 2011, and (ii) the date that
is 10 days following the date on which the financial statements with respect to such period
are delivered pursuant to Section 5.04(a), the Borrowers shall prepay outstanding Term Loans
in accordance with Section 2.13(f) in an aggregate principal amount equal to (A) (x) if the
Senior Secured Leverage Ratio at the end of such period shall have been greater than 2.25 to
1.0, 50% of Excess Cash Flow for the fiscal year then ended and (y) if the Senior Secured
Leverage Ratio at the end of such period shall have been less than or equal to 2.25 to 1.0,
25% of Excess Cash Flow for the fiscal year then ended, in each case minus (B) Voluntary
Prepayments and prepayments of Revolving Loans under Section 2.12(a) during such fiscal year
but only to the extent that the Indebtedness so prepaid by its terms cannot be



72









 






reborrowed or
redrawn and such prepayments do not occur in connection with a refinancing of all or any
portion of such Indebtedness.




     (d) In the event that any Loan Party or any subsidiary of a Loan Party shall receive
Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any
Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from Indebtedness
permitted by Section 6.01), the Borrowers shall, substantially simultaneously with (and in any
event not later than the third Business Day next following) the receipt of such Net Cash
Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash
Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(f).




     (e) [Reserved].




     (f) Mandatory prepayments of outstanding Term Loans under this Agreement shall be
allocated pro rata to each Class of Term Loans and applied in direct order of maturity against
the remaining scheduled installments of principal due during the next 12 months and then pro
rata against the remaining scheduled installments of principal due, in each case in respect of
each Class of Term Loans under clauses (i), (ii), (iii) and (iv) of Section 2.11(a).




     (g) Each applicable Borrower shall deliver to the Administrative Agent, at the time of
each prepayment required under this Section 2.13, (i) a certificate signed by a Financial
Officer of such Borrower setting forth in reasonable detail the calculation of the amount of
such prepayment and (ii) at least four Business Days prior irrevocable written notice of such
prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type
of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be
prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Sections
2.13(f) and 2.16, but shall otherwise be without premium or penalty, and shall be
accompanied by accrued and unpaid interest on the principal amount to be prepaid to but
excluding the date of payment.



     SECTION 2.14. Reserve Requirements; Change in Circumstances.
(a) Notwithstanding any other provision of this Agreement, if any Change in Law shall
impose, modify or deem applicable any reserve, special deposit or similar requirement against
assets of, deposits with or for the account of or credit extended by any Lender or any Issuing Bank
(except any such reserve or mandatory cost requirement which is reflected in the Adjusted LIBO Rate
or EURIBO Rate, as applicable) or shall impose on such Lender or such Issuing Bank or the
applicable interbank market any other condition (including, in each case, the imposition of Taxes
other than Taxes (i) imposed on any payment made pursuant to this Agreement, (ii) measured by net
income or profits, franchise, branch profits or similar Taxes or (iii) arising under FATCA,
including any regulations or official interpretations thereof) affecting this Agreement or
Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein, and the
result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of
making or maintaining any Eurocurrency Loan or increase the cost to any Lender or



73









 




any Issuing Bank
of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein
or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank
hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such
Issuing Bank to be material, then the U.S. Borrowers or the European Borrowers, as applicable, will
pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or
amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered.





     (b) If any Lender or any Issuing Bank shall have reasonably determined that any Change
in Law regarding capital adequacy has or would have the effect of reducing the rate of return
on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such
Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made
or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters
of Credit issued by such Issuing Bank pursuant hereto to a level below that which such Lender
or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing
Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with
respect to capital adequacy) by an amount deemed by such Lender or such Issuing Bank to be
material, then from time to time the U.S. Borrowers or European Borrowers, as applicable,
shall pay to such Lender or such Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing
Bank’s holding company for any such reduction suffered.




     (c) If any Lender or Issuing Lender becomes entitled to claim any additional amounts
pursuant to paragraph (a) or (b) above, it shall provide prompt notice thereof to the
applicable Borrower, through the Administrative Agent,
certifying (i) that one of the events described in paragraph (a) or (b) has occurred and
describing in reasonable detail the nature of such event, (ii) as to the increased cost or
reduced amount resulting from such event and (iii) as to the additional amount demanded by
such Lender or Issuing Lender and a reasonably detailed explanation of the calculation
thereof. Such a certificate shall be conclusive absent manifest error. The applicable
Borrower or Borrowers shall pay such Lender or such Issuing Bank the amount shown as due on
any such certificate delivered by it within 30 days after its receipt of the same.




     (d) Failure or delay on the part of any Lender or any Issuing Bank to demand
compensation for any increased costs or reduction in amounts received or receivable or
reduction in return on capital shall not constitute a waiver of such Lender’s or such Issuing
Bank’s right to demand such compensation; provided that no Borrower shall be under any
obligation to compensate any Lender or any Issuing Bank under paragraph (a) or (b) above with
respect to increased costs or reductions with respect to any period prior to the date that is
120 days prior to such request if such Lender or such Issuing Bank knew or could reasonably
have been expected to know of the circumstances giving rise to such increased costs or
reductions and of



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the fact that such circumstances would result in a claim for increased
compensation by reason of such increased costs or reductions; provided further that the
foregoing limitation shall not apply to any increased costs or reductions arising out of the
retroactive application of any Change in Law within such 120-day period. The protection of
this Section shall be available to each Lender and each Issuing Bank regardless of any
possible contention of the invalidity or inapplicability of the Change in Law that shall have
occurred or been imposed.



     SECTION 2.15. Change in Legality. (a) Notwithstanding any other provision of this
Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any
Eurocurrency Loan or to give effect to its obligations as contemplated hereby with respect to any
Eurocurrency Loan, then, by written notice to the applicable Borrowers and to the Administrative
Agent:




     (i) such Lender may declare that Eurocurrency Loans will not thereafter (for the
duration of such unlawfulness) be made by such Lender hereunder (or be continued for
additional Interest Periods) and Daily Rate Loans will not thereafter (for such duration)
be converted into Eurocurrency Loans, whereupon any request for a Eurocurrency Borrowing
(or to convert a Daily Rate Borrowing to a Eurocurrency Borrowing or to continue a
Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be
deemed a request for a Daily Rate Loan (or a request to continue a Daily Rate Loan as such
for an additional Interest Period or to convert a Eurocurrency Loan into a Daily Rate Loan,
as the case may be), unless such declaration shall be subsequently withdrawn; and




     (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be
converted to Daily Rate Loans, in which event all such
Eurocurrency Loans shall be automatically converted to Daily Rate Loans as of the
effective date of such notice as provided in paragraph (b) below.


In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and
prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans
that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall
instead be applied to repay the Daily Rate Loans made by such Lender in lieu of, or resulting from
the conversion of, such Eurocurrency Loans.





     (b) For purposes of this Section 2.15, a notice to the applicable Borrowers by any
Lender shall be effective as to each Eurocurrency Loan made by such Lender, if lawful, on the
last day of the Interest Period then applicable to such Eurocurrency Loan; in all other cases
such notice shall be effective on the date of receipt by such Borrowers.



     SECTION 2.16. Breakage. The applicable Borrowers shall indemnify each Lender against any
loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than
a default by such Lender in the performance of



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its obligations hereunder, which results in (i) such
Lender receiving or being deemed to receive any amount on account of the principal of any
Eurocurrency Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion
of any Eurocurrency Loan to a Daily Rate Loan, or the conversion of the Interest Period with
respect to any Eurocurrency Loan, in each case other than on the last day of the Interest Period in
effect therefor, or (iii) any Eurocurrency Loan to be made by such Lender (including any
Eurocurrency Loan to be made pursuant to a conversion or continuation under Section 2.10) not being
made after notice of such Loan shall have been given by the applicable Borrower hereunder (any of
the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in
the making of any payment or prepayment of Eurocurrency Loans after a Borrower has given notice
thereof in accordance with the provisions of this Agreement. In the case of any Breakage Event,
such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of
(i) its cost of obtaining funds for the Eurocurrency Loan that is the subject of such Breakage
Event for the period from the date of such Breakage Event to the last day of the Interest Period in
effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to
be realized by such Lender (as reasonably determined by such Lender) in redeploying the funds
released or not utilized by reason of such Breakage Event for such period. A reasonably detailed
certificate of any Lender setting forth any amount or amounts which such Lender is entitled to
receive pursuant to this Section 2.16 shall be delivered to the applicable Borrowers and shall be
conclusive absent manifest error.




     SECTION 2.17. Pro Rata Treatment. Subject to the express provisions of this Agreement which
require, or permit, differing payments to be made to non-Defaulting Lenders as opposed to
Defaulting Lenders, and except for prepayments of Term Loans made in accordance with Section
2.12(b) and as required under Section 2.15, each Borrowing, each payment or prepayment of principal
of any Borrowing, each payment of
interest on the Loans, each payment of the Commitment Fees, each reduction of the Term Loan
Commitments or the Revolving Credit Commitments and each conversion of any Borrowing to or
continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata among the
Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall
have expired or been terminated, in accordance with the respective principal amounts of their
outstanding Loans). Each Lender agrees that in computing such Lender’s portion of any Borrowing to
be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage
of such Borrowing to the next higher or lower whole Dollar or Designated Foreign Currency amount.



     SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise
of a right of banker’s lien, setoff or counterclaim against any Borrower or any other Loan Party,
or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other
security or interest arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means,
obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a
result of which the unpaid principal portion of its Loans and participations in L/C Disbursements
shall be



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proportionately less than the unpaid principal portion of the Loans and participations in
L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from
such other Lender at face value, and shall promptly pay to such other Lender the purchase price
for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate
unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure
held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all
Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior
to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal
amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or
counterclaim or other event; provided, however, that (i) if any such purchase or purchases or
adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent
of such recovery and the purchase price or prices or adjustment restored without interest, and (ii)
the provisions of this Section 2.18 shall not be construed to apply to any payment made by any Loan
Party pursuant to and in accordance with the express terms of this Agreement (including prepayments
received pursuant to Section 2.12(b)) or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or participant. The
Borrowers and Holdings expressly consent to the foregoing arrangements and agree that any Lender
holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise
any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys
owing by any Borrower and Holdings to such Lender by reason thereof as fully as if such Lender had
made a Loan directly to such Borrower in the amount of such participation.




     SECTION 2.19. Payments. (a) The Borrowers shall make each payment (including principal of
or interest on any Borrowing or any L/C Disbursement or any Fees or other amounts) hereunder and
under any other Loan Document (i) with respect to any Eurocurrency Borrowings denominated in
Dollars or ABR Borrowings not later than 12:00 (noon), New York City time and (ii) with respect to
any Eurocurrency Borrowings denominated in any Designated Foreign Currency or FBR Borrowings, not
later than 8:00 a.m., New York City time, on the date when due in immediately available funds,
without setoff, defense or counterclaim. Each such payment (other than Issuing Bank Fees, which
shall be paid directly to the applicable Issuing Bank) shall be made to the Administrative Agent at
its offices at: in the case of the Administrative Agent, Eleven Madison Avenue, New York, NY 10010.
All payments received by the Administrative Agent after (i) 12:00 (noon), New York City time, with
respect to Eurocurrency Borrowings denominated in Dollars or ABR Borrowings, or (ii) 8:00 a.m., New
York City time, with respect to Eurocurrency Borrowings denominated in any Designated Foreign
Currency or FBR Borrowings, shall be deemed received on the next Business Day (in the
Administrative Agent’s sole discretion) and any applicable interest shall continue to accrue. The
Administrative Agent shall promptly distribute to each Lender any payments received by the
Administrative Agent on behalf of such Lender.




     (b) Except as otherwise expressly provided herein, whenever any payment (including
principal of or interest on any Borrowing or any Fees or other amounts)



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hereunder or under any
other Loan Document shall become due, or otherwise would occur, on a day that is not a
Business Day, such payment may be made on the next succeeding Business Day, and such extension
of time shall in such case be included in the computation of interest or Fees, if applicable.




     (c) The obligations of the U.S. Term Borrowers hereunder and under the other Loan
Documents shall be joint and several. The obligations of the U.S. Revolving Borrowers
hereunder and under the other Loan Documents shall be joint and several. The obligations of
(i) the European Term Borrowers hereunder and under the other Loan Documents shall be joint
and several and (ii) the European Borrowers hereunder and under the other Loan Documents shall
be joint and several, except in each case that the Austrian Borrower shall not be jointly and
severally liable for the obligations of any other Borrower until such time as the Austrian
Borrower can agree to be bound by an obligation to be jointly and severally liable without
breaching any applicable law or exposing its directors to personal liability.




     (d) Any payment made under or in connection with a Loan Document shall be made from and
to an account outside of Austria.



     SECTION 2.20. Taxes. (a) Except as required by law (as modified by the practice then in
effect of any Governmental Authority), any and all payments by or on account of any obligation of a
Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and
clear of and without withholding or deduction for any Taxes; provided that if any Borrower or any
other Loan Party shall be
required by law to withhold or deduct any Taxes from such payments, then (i) such Borrower or
such other Loan Party shall make such withholdings or deductions, (ii) such Borrower or such other
Loan Party shall pay the full amount withheld or deducted to the relevant Governmental Authority in
accordance with applicable law and (iii) if such Taxes are Indemnified Taxes, the amount payable by
the applicable Borrower or any Loan Party shall be increased as necessary so that, net of all
required withholdings and deductions for Indemnified Taxes (including withholdings and deductions
applicable to additional amounts payable under this Section 2.20), the applicable Recipient
receives the amount it would have received had no such withholdings or deductions, as the case may
be, been made.




     (b) In addition, the applicable Borrower or any Loan Party shall pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.




     (c) The Borrowers and any Loan Party shall, jointly and severally, indemnify each
Recipient, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes paid by the applicable Recipient on or with respect to any payment by or on
account of any obligation of any Borrower or any other Loan Party hereunder or under any other
Loan Document (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section) and any penalties, interest and reasonable expenses arising
therefrom or



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with respect thereto whether or not such Indemnified Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate setting
forth the amount of such payment or liability delivered to the Borrowers by a Recipient on
behalf of itself or another Recipient shall be conclusive absent manifest error.




     (d) As soon as practicable after any payment of Indemnified Taxes by any Borrower or
any other Loan Party to a Governmental Authority, such Borrower or such other Loan Party shall
deliver to the Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.




     (e) Each Recipient shall deliver to any Borrower or any other Loan Party (with a copy
to the Administrative Agent), at the time or times prescribed by applicable law or reasonably
requested by such Borrower, such other Loan Party or the Administrative Agent, such properly
completed and executed documentation prescribed by applicable law, if any, as will (i) permit
payments hereunder or under any other Loan Document to be made without, or at a reduced rate
of, withholding Tax or (ii) enable such Borrower, such other Loan Party or the Administrative
Agent to determine whether or not such Recipient is subject to backup withholding or
information reporting requirements, but only, in each case, if such Recipient is legally
entitled to do so.




     (f) Notwithstanding anything to the contrary in this Section 2.20, in the case of any
withholding Tax, the completion, execution and submission of such documentation shall not be
required if, in the Recipient’s judgment, such completion, execution or submission would
subject such Recipient to any material, unreimbursed out-of-pocket cost or expense or would
materially prejudice the legal or commercial position of such Recipient; provided, however,
that this Section 2.20(f) shall not apply to documentation described in Section
2.20(g)(i)-(v).




     (g) Without limiting the generality of the foregoing hereunder or the provisions of any
other Loan Document, each U.S. Recipient shall deliver to the U.S. Borrowers and
Administrative Agent two copies (or such other number of copies as shall be requested by the
recipient) on or prior to the date on which such Person becomes a U.S. Recipient, as the case
may be, under this Agreement (and from time to time thereafter when a previously provided form
becomes obsolete or invalid, but only if such Person is legally entitled to do so), of
whichever of the following is applicable:




     (i) in the case of a U.S. Recipient claiming the benefits of an income tax treaty to
which the United States of America is a party, (A) with respect to payments of interest
under this Agreement or any Loan Document, IRS Form W-8BEN establishing an exemption from,
or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such
tax treaty and (B) with respect to all other payments under this Agreement or any Loan
Document, IRS



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Form W-8BEN establishing an exemption from U.S. Federal withholding Tax
pursuant to the “business profits” or “other income” article of such tax treaty;




     (ii) in the case of a U.S. Recipient for whom payments under this Agreement or any
Loan Document constitute income that is effectively connected with such U.S. Recipient’s
conduct of a trade or business in the United States, duly completed copies of IRS Form
W-8ECI and, in the case of the Administrative Agent, also deliver two duly completed copies
of IRS Form W-8IMY certifying that it is a “U.S. branch” and that the payments it receives
for the account of others are not effectively connected with the conduct of its trade or
business in the United States and that it is using such form as evidence of its agreement
with the U.S. Borrowers to be treated as a U.S. person with respect to such payments (and
the U.S. Borrowers and Administrative Agent agree to so treat the Administrative Agent as a
U.S. person with respect to such payments), with the effect that the U.S. Borrowers can
make payments to the Administrative Agent without deduction or withholding of any Taxes
imposed by the United States,




     (iii) in the case of a U.S. Recipient claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that
such U.S. Recipient is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section
881(c)(3)(B) of the Code, (C) a “controlled foreign
corporation” described in section 881(c)(3)(C) of the Code or (D) conducting a trade
or business in the United States with which the relevant interest payments are effectively
connected and (y) duly completed copies of IRS Form W-8BEN,




     (iv) in the case of a U.S. Recipient that is a U.S. person within the meaning of
section 7701(a)(30) of the Code, duly completed copies of Internal Revenue Service Form
W-9;




     (v) to the extent a U.S. Recipient is not a U.S. person within the meaning of section
7701(a)(30) of the Code and is not the beneficial owner of payments made under this
Agreement or any Loan Document (for example, where such U.S. Recipient is a non-U.S.
partnership), (A) an IRS Form W-8IMY on behalf of itself and (B) the relevant forms
prescribed in clauses (i), (ii), (iii), (iv) and (vi) of this Section 2.20(e) that would be
required of each such beneficial owner if such beneficial owner were a U.S. Recipient; or




     (vi) any other form prescribed by applicable law as a basis for claiming exemption
from, or a reduction of, U.S. Federal withholding Tax, duly completed, together with such
supplementary documentation as may be prescribed by applicable law to permit the U.S.
Borrowers or the Administrative Agent to determine the amount of withholding or deduction,
if any, required to be made.




     (h) If any Recipient determines, in its sole discretion, that it has received a refund
of any Indemnified Taxes (including, for purposes of this Section 2.20(h),



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Taxes indemnified
pursuant to Section 2.14) as to which it has been indemnified by any Borrower or any other
Loan Party or with respect to which any Borrower or any other Loan Party has paid additional
amounts pursuant to Section 2.14 or this Section 2.20, as applicable, it shall pay to such
Borrower or such other Loan Party, as applicable, an amount equal to such refund (but only to
the extent of indemnity payments made, or such additional amounts paid, by any Borrower or any
other Loan Party under Sections 2.14 or 2.20, as applicable, with respect to the Indemnified
Taxes giving rise to such refund), net of all out-of-pocket expenses of such Recipient and
without interest (other than any interest paid by the relevant Governmental Authority with
respect to the amount of such refund as corresponds to the Indemnified Taxes giving rise to
such refund), provided that such Borrower or such other Loan Party, upon the request of such
Recipient, agrees to repay the amount paid over to such Borrower or such other Loan Party
(plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
to such Recipient in the event such Recipient is required to repay such refund to such
Governmental Authority. This paragraph shall not be construed to require any Recipient to
make available its Tax returns (or any other information relating to its Taxes that it deems
confidential) to any Borrower or any other Person.




     (i) The Lenders and Issuing Banks (including any successors or assigns thereof) shall
severally indemnify the Administrative Agent for the full amount of any Excluded Taxes payable
by the Administrative Agent with respect to this
Agreement, any Loan Document or any payment by any Borrower or any other Loan Party under
this Agreement and any Loan Document and any reasonable expenses arising therefrom or with
respect thereto, whether or not such Excluded Taxes were correctly imposed by the relevant
Governmental Authority, except to the extent that any such amount or payment is determined by
a court of competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of the Administrative Agent. The indemnity under
this paragraph (i) shall be paid within 30 days after the Administrative Agent delivers to the
applicable Lender or Issuing Bank a certificate stating the amount of Excluded Taxes so
payable by the Administrative Agent. Such certificate shall be conclusive of the amount so
payable absent manifest error.




     (j) Notwithstanding anything to the contrary contained herein or in any Loan Document,
if any Lender assigns, participates or transfers any of its rights or obligations under this
Agreement pursuant to Section 9.04 or any Lender changes its lending branch, neither the
Borrowers nor any other Loan Party shall make any greater payments pursuant to this Section
2.20, as a consequence of such assignment, participation, transfer or change, than would have
been payable in the absence of such assignment, participation, transfer or change; provided
that this Section 2.20(j) shall not apply to changes made pursuant to Section 2.21(a).




     (k) If a payment made to a Recipient would be subject to U.S. Federal withholding Tax
imposed by FATCA if such Recipient were to fail to comply with the applicable reporting
requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as
applicable), such Recipient shall deliver



81









 






to the Withholding Agent, at the time or times
prescribed by law and at such time or times reasonably requested by the Withholding Agent,
such documentation prescribed by applicable law (including as prescribed by Section
1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the
Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations
under FATCA, to determine that such Recipient has complied with such Recipient’s obligations
under FATCA or to determine the amount to deduct and withhold from such payment. For purposes
of this Section 2.20(k), FATCA shall include any regulations or official interpretations
thereof.



     SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a)
In the event (i) any Lender or any Issuing Bank delivers a certificate requesting compensation
pursuant to Section 2.14, (ii) any Lender or any Issuing Bank delivers a notice described in
Section 2.15, (iii) any Borrower is required to pay any additional amount to any Lender or any
Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank pursuant to
Section 2.20, (iv) any Lender refuses to consent to (x) any Loan Modification Offer or (y) any
other amendment, waiver or other modification of any Loan Document requested by the Borrowers that,
in the case of clause (y), requires the consent of a greater percentage of Lenders than the
Required Lenders (or, in the case of an amendment, waiver or other modification described in clause
(B) of the second proviso to Section 9.08(b), greater
than a majority in interest of the affected Class of Lenders) and such Loan Modification Offer
or other amendment, waiver or modification is consented to by the Required Lenders (or, in the case
of a Loan Modification Offer or any amendment, waiver or modification described in clause (B) of
the second proviso to Section 9.08(b), a majority in interest of the affected Class) or (v) any
Lender becomes a Defaulting Lender then, in each case, the Borrowers may, at their sole expense and
effort (including with respect to the processing and recordation fee referred to in Section
9.04(b)), upon notice to such Lender or such Issuing Bank, as the case may be, and the
Administrative Agent, require such Lender or such Issuing Bank to transfer and assign, without
recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its
interests, rights and obligations under this Agreement (or, in the case of clause (iv) or (v)
above, all of its interests, rights and obligations with respect to the Class of Loans or
Commitments that is the subject of the related consent, amendment, waiver or other modification or
in respect of which such Lender is a Defaulting Lender) to an Eligible Assignee that shall assume
such assigned obligations and, with respect to clause (iv) above, shall consent to such requested
amendment, waiver or other modification of any Loan Documents (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict
with any law, rule or regulation or order of any court or other Governmental Authority having
jurisdiction, (y) the U.S. Borrowers or the European Borrowers, as applicable, shall have received
the prior written consent of the Administrative Agent (and, if any Revolving Credit Commitment is
being assigned, of each applicable Issuing Bank), which consents shall not be unreasonably withheld
or delayed and (z) the U.S. Borrowers or the European Borrowers, as applicable, or such assignee
shall have paid to the affected Lender or the affected Issuing Bank in immediately available funds
an amount equal to the sum of the principal of and interest accrued to the date of such payment on
the outstanding Loans or L/C Disbursements of



82









 




the applicable Class of such Lender or such Issuing
Bank, respectively, plus (except, in the case of a Defaulting Lender, any Fees not required to be
paid to such Defaulting Lender pursuant to the express provisions of this Agreement) all Fees and
other amounts accrued for the account of such Lender or such Issuing Bank hereunder with respect
thereto (including any amounts under Sections 2.14 and 2.16); provided further that, if prior to
any such transfer and assignment the circumstances or event that resulted in such Lender’s or such
Issuing Bank’s claim for compensation under Section 2.14, notice under Section 2.15 or the amounts
paid pursuant to Section 2.20, as the case may be, cease to cause such Lender or such Issuing Bank
to suffer increased costs or reductions in amounts received or receivable or reduction in return on
capital, or cease to have the consequences specified in Section 2.15, or cease to result in amounts
being payable under Section 2.20, as the case may be (including as a result of any action taken by
such Lender or such Issuing Bank pursuant to paragraph (b) below), or if such Lender or such
Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of
such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its
right to further payments under Section 2.20 in respect of such circumstances or event or shall
consent to the proposed amendment, waiver, consent or other modification or shall cease to be a
Defaulting Lender, as the case may be, then such Lender or such Issuing Bank shall not thereafter
be required to make any such transfer and assignment
hereunder. Each Lender and each Issuing Bank hereby grants to the Administrative Agent an
irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on
behalf of such Lender or such Issuing Bank, as the case may be, as assignor, any Assignment and
Acceptance necessary to effectuate any assignment of such Lender’s or such Issuing Bank’s interests
hereunder in the circumstances contemplated by this Section 2.21(a).





     (b) If (i) any Lender or any Issuing Bank shall request compensation under Section
2.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.15 or (iii)
any Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any
Governmental Authority on account of any Lender or any Issuing Bank, pursuant to Section 2.20,
then such Lender or such Issuing Bank shall use reasonable efforts (which shall not require
such Lender or such Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense
or otherwise take any action inconsistent with its internal policies or legal or regulatory
restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file
any certificate or document reasonably requested in writing by the Borrowers or (y) to assign
its rights and delegate and transfer its obligations hereunder to another of its offices,
branches or Affiliates, if such filing or assignment would reduce its claims for compensation
under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would
reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or any
Issuing Bank in connection with any such filing or assignment, delegation and transfer.



     SECTION 2.22. Letters of Credit and Bank Guarantees. (a) General. Any Borrower may
request the issuance of a Letter of Credit for its own account or for the



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account of any Wholly
Owned Subsidiary of Holdings (in which case the applicable Borrower and such Wholly Owned
Subsidiary shall be co-applicants with respect to such Letter of Credit), in a form reasonably
acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time
to time while the L/C Commitments of the applicable Class remain in effect as set forth in Section
2.09(a). Any U.S. Letter of Credit shall be denominated in Dollars, and any European Letter of
Credit shall be denominated in a Designated Foreign Currency. This Section shall not be construed
to impose any obligation upon any Issuing Bank to issue any Letter of Credit that is inconsistent
with the terms and conditions of this Agreement. Notwithstanding anything to the contrary
contained in this Section 2.22 or elsewhere in this Agreement, (i) in the event that a Revolving
Credit Lender of a Class is a Defaulting Lender, no Issuing Bank shall be required to issue any
Letter of Credit with respect to such Class unless such Issuing Bank has entered into arrangements
reasonably satisfactory to it and the applicable Borrower to eliminate such Issuing Bank’s risk
with respect to the participation in Letters of Credit of such Class by all such Defaulting
Lenders, including by cash collateralizing each such Defaulting Lender’s Pro Rata Percentage of the
applicable L/C Exposure and (ii) Bank Guarantees shall only be available under the European
Revolving Credit Commitments and shall be issued, renewed, extended or amended with such terms and
provisions as are of the type, and subject to such
conditions, as are, in each case, customary for bank guarantees issued by banks outside the
United States.





     (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. In order to
request the issuance of a Letter of Credit (or to amend, renew or extend an existing Letter of
Credit), the applicable Borrower shall hand deliver or fax to the applicable Issuing Bank and
the Administrative Agent (reasonably in advance of the requested date of issuance, amendment,
renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying
the Letter of Credit to be amended, renewed or extended, the date of issuance, amendment,
renewal or extension, the date on which such Letter of Credit is to expire (which shall comply
with paragraph (c) below), the amount of such Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to prepare such Letter of
Credit. A Letter of Credit shall be issued, amended, renewed or extended only if, and upon
issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower
shall be deemed to represent and warrant that, after giving effect to such issuance,
amendment, renewal or extension (i) in the case of any U.S. Letter of Credit, (x) the U.S. L/C
Exposure shall not exceed $100,000,000 and (y) the Aggregate U.S. Revolving Credit Exposure
shall not exceed the Total U.S. Revolving Credit Commitment and (ii) in the case of any
European Letter of Credit, (x) the European L/C Exposure shall not exceed €70,000,000 and (y)
the Aggregate European Revolving Credit Exposure shall not exceed the Total European Revolving
Credit Commitment.




     (c) Expiration Date. Each Letter of Credit shall expire at the close of business on
the earlier of the date one year after the date of the issuance of such Letter of Credit and
the date that is five Business Days prior to the Revolving Credit



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Maturity Date, except to the
extent cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to
the relevant Issuing Bank at the time of issuance or renewal thereof, unless such Letter of
Credit expires by its terms on an earlier date; provided, however, that a Letter of Credit
may, upon the request of the applicable Borrower, include a provision whereby such Letter of
Credit shall be renewed automatically for additional consecutive periods of 12 months or less
(but not beyond the date that is five Business Days prior to the Revolving Credit Maturity
Date, except to the extent cash collateralized or backstopped pursuant to arrangements
reasonably satisfactory to the relevant Issuing Bank at the time of issuance or renewal
thereof) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days
(or such longer period as may be specified in such Letter of Credit) prior to the
then-applicable expiration date that such Letter of Credit will not be renewed.




     (d) Participations. By the issuance of a U.S. Letter of Credit and without any further
action on the part of the applicable Issuing Bank or the U.S. Revolving Credit Lenders, such
Issuing Bank hereby grants to each U.S. Revolving Credit Lender, and each such U.S. Revolving
Credit Lender hereby acquires from such
Issuing Bank, a participation in such U.S. Letter of Credit, payable in Dollars, equal to
its applicable Pro Rata Percentage of the aggregate amount available to be drawn under such
U.S. Letter of Credit, effective upon the issuance of such U.S. Letter of Credit. By the
issuance of a European Letter of Credit and without any further action on the part of the
applicable Issuing Bank or the European Revolving Credit Lenders, such Issuing Bank hereby
grants to each such European Revolving Credit Lender, and each European Revolving Credit
Lender hereby acquires from such Issuing Bank, a participation in such European Letter of
Credit, payable in Euro, equal to its applicable Pro Rata Percentage of the aggregate amount
available to be drawn under such European Letter of Credit, effective upon the issuance of
such European Letter of Credit. In consideration and in furtherance of the foregoing, each
U.S. Revolving Credit Lender and European Revolving Credit Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of the applicable
Issuing Bank, such Lender’s Pro Rata Percentage of each U.S. L/C Disbursement or European L/C
Disbursement, as applicable, made by such Issuing Bank and not reimbursed by the applicable
Borrower (or, if applicable, another party pursuant to its obligations under any other Loan
Document) forthwith on the date due as provided in Section 2.02(f). Each Revolving Credit
Lender acknowledges and agrees that its obligation to acquire participations pursuant to this
paragraph in respect of Letters of Credit of the applicable Class is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including the
occurrence and continuance of a Default or an Event of Default, and that each such payment
shall be made without any offset, abatement, withholding or reduction whatsoever.




     (e) Reimbursement. If any Issuing Bank shall make any L/C Disbursement in respect of a
Letter of Credit, the applicable Borrower shall pay to the Administrative Agent an amount
equal to such L/C Disbursement not later than the



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Business Day after such Borrower shall have
received notice from such Issuing Bank that payment of such draft will be made.




     (f) Obligations Absolute. Each Borrower’s obligation to reimburse L/C Disbursements as
provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement, under any and all
circumstances whatsoever, and irrespective of:




     (i) any lack of validity or enforceability of any Letter of Credit or any Loan
Document, or any term or provision therein;




     (ii) any amendment or waiver of or any consent to departure from all or any of the
provisions of any Letter of Credit or any Loan Document;




     (iii) the existence of any claim, setoff, defense or other right that such Borrower,
any other party guaranteeing, or otherwise obligated with, such Borrower, any Subsidiary or
other Affiliate thereof or any other Person may at any time have against the beneficiary
under any Letter of Credit, the applicable
Issuing Bank, Administrative Agent or any Lender or any other Person, whether in
connection with this Agreement, any other Loan Document or any other related or unrelated
agreement or transaction;




     (iv) any draft or other document presented under a Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;




     (v) payment by the applicable Issuing Bank under a Letter of Credit against
presentation of a draft or other document that does not comply with the terms of such
Letter of Credit; and




     (vi) any other act or omission to act or delay of any kind of the applicable Issuing
Bank, the Lenders, the Administrative Agent or any other Person or any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that might, but
for the provisions of this Section, constitute a legal or equitable discharge of such
Borrower’s obligations hereunder.



     Without limiting the generality of the foregoing, it is expressly understood and agreed that
the absolute and unconditional obligation of the Borrowers hereunder to reimburse L/C Disbursements
will not be excused by the gross negligence or willful misconduct of the applicable Issuing Bank.
However, the foregoing shall not be construed to excuse such Issuing Bank from liability to any
Borrower to the extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrowers to the extent permitted by applicable law)
suffered by such Borrower that are caused by such Issuing Bank’s gross negligence or willful
misconduct in determining whether drafts and other documents presented under a Letter of Credit
comply with the terms thereof. It is further understood and agreed that the applicable Issuing
Bank may accept documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to



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the contrary and, in making any
payment under any Letter of Credit issued by such Issuing Bank (i) such Issuing Bank’s exclusive
reliance on the documents presented to it under such Letter of Credit as to any and all matters set
forth therein, including reliance on the amount of any draft presented under such Letter of Credit,
whether or not the amount due to the beneficiary thereunder equals the amount of such draft and
whether or not any document presented pursuant to such Letter of Credit proves to be insufficient
in any respect, if such document on its face appears to be in order, and whether or not any other
statement or any other document presented pursuant to such Letter of Credit proves to be forged or
invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and
(ii) any noncompliance in any immaterial respect of the documents presented under such Letter of
Credit with the terms thereof shall, in each case, be deemed not to constitute gross negligence or
willful misconduct of such Issuing Bank.





     (g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. Such Issuing Bank shall as
promptly as possible give telephonic notification, confirmed by fax, to the Administrative
Agent and the applicable Borrower of such demand for payment and whether such Issuing Bank has
made or will make an L/C Disbursement thereunder; provided that any failure to give or delay
in giving such notice shall not relieve such Borrower of its obligation to reimburse such
Issuing Bank and the Revolving Credit Lenders with respect to any such L/C Disbursement.




     (h) Interim Interest. If any Issuing Bank shall make any L/C Disbursement in respect
of a Letter of Credit issued by such Issuing Bank, then, unless the applicable Borrower shall
reimburse such L/C Disbursement in full on such date, the unpaid amount thereof shall bear
interest for the account of such Issuing Bank, for each day from and including the date of
such L/C Disbursement, to but excluding the earlier of the date of payment by such Borrower or
the date on which interest shall commence to accrue thereon as provided in Section 2.02(f), at
the rate per annum that would apply to such amount if such amount were a Daily Rate Revolving
Loan.




     (i) Resignation or Removal of an Issuing Bank. Any Issuing Bank may resign at any time
by giving 30 days’ prior written notice to the Administrative Agent, the Lenders and the
Borrowers, and may be removed at any time by the Borrowers by notice to such Issuing Bank, the
Administrative Agent and the Lenders. Upon the acceptance of any appointment as an Issuing
Bank hereunder by a Lender that shall agree to serve as a successor Issuing Bank, such
successor shall succeed to and become vested with all the interests, rights and obligations of
such retiring Issuing Bank. At the time such removal or resignation shall become effective,
the Borrowers shall pay all accrued and unpaid fees pursuant to Section 2.05(c). The
acceptance of any appointment as an Issuing Bank hereunder by a successor Lender shall be
evidenced by an agreement entered into by such successor, in a form satisfactory to the
Borrowers and the Administrative Agent, and, from and after the effective date of such
agreement, (i) such successor Lender



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shall have all the rights and obligations of such
previous Issuing Bank under this Agreement and the other Loan Documents and (ii) references
herein and in the other Loan Documents to the term “Issuing Bank” shall be deemed to refer to
such successor or to any previous Issuing Bank, or to such successor and all previous Issuing
Banks, as the context shall require. After the resignation or removal of an Issuing Bank
hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have
all the rights and obligations of an Issuing Bank under this Agreement and the other Loan
Documents with respect to Letters of Credit issued by it prior to such resignation or removal,
but shall not be required to issue additional Letters of Credit.




     (j) Cash Collateralization. If any Event of Default shall occur and be continuing, the
Borrowers shall on the Business Day they receive notice from the Administrative Agent or the
Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Credit
Lenders holding participations in outstanding
Letters of Credit representing greater than 50% of the aggregate undrawn amount of all
outstanding Letters of Credit) thereof and of the amount to be deposited, deposit in an
account with the Administrative Agent, for the benefit of the Revolving Credit Lenders, an
amount in cash equal to the L/C Exposure as of such date; provided that the obligation to
deposit such cash will become effective immediately, and such deposit will become immediately
payable in immediately available funds, without demand or notice of any kind, upon the
occurrence of an Event of Default described in Article VII(g) or Article VII(h). Such deposit
shall be held by the Administrative Agent as collateral for the payment and performance of the
Bank Obligations. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any interest
earned on the investment of such deposits in Permitted Investments, which investments shall be
made at the option and sole discretion of the Administrative Agent, such deposits shall not
bear interest. Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall (i) automatically be applied by the Administrative
Agent to reimburse the applicable Issuing Bank for L/C Disbursements for which it has not been
reimbursed, (ii) be held for the satisfaction of the reimbursement obligations of the
Borrowers for the L/C Exposure at such time and (iii) if the maturity of the Loans has been
accelerated (but subject to the consent of Revolving Credit Lenders holding participations in
outstanding Letters of Credit representing greater than 50% of the aggregate undrawn amount of
all outstanding Letters of Credit), be applied to satisfy the Bank Obligations. If any
Borrower is required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall
be returned to such Borrower within three Business Days after all Events of Default have been
cured or waived.




     (k) Additional Issuing Banks. The Borrowers may, at any time and from time to time
with the consent of the Administrative Agent (which consent shall not be unreasonably withheld
or delayed) and such Lender, designate one or more additional Lenders to act as an issuing
bank under the terms of this Agreement, subject to reporting requirements reasonably
satisfactory to the Administrative



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Agent with respect to issuances, amendments, extensions and
terminations of Letters of Credit by such additional issuing bank. Any Lender designated as
an issuing bank pursuant to this paragraph (k) shall be deemed to be an “Issuing Bank” (in
addition to being a Lender) in respect of Letters of Credit issued or to be issued by such
Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to the
other Issuing Bank and such Lender.



     SECTION 2.23. Incremental Term Loans and Incremental Revolving Credit Commitments. (a)
Any Borrower may, by written notice to the Administrative Agent, on one or more occasions during
the term of this Agreement request Incremental Term Loan Commitments or Incremental Revolving
Credit Commitments, as applicable, in an aggregate amount not to exceed the Incremental Facility
Amount in effect at such time from one or more Incremental Term Lenders and/or Incremental
Revolving Credit Lenders, all of which must be Eligible Assignees. Such notice shall set forth (i)
the
identity of the Borrower or Borrowers to which the Incremental Term Loan Commitments and/or
Incremental Revolving Credit Commitments shall be extended, (ii) the amount of the Incremental Term
Loan Commitments and/or Incremental Revolving Credit Commitments being requested (which shall be in
a minimum increment equal to the Borrowing Multiple and a minimum amount of the Borrowing Minimum
or equal to the remaining Incremental Amount), (iii) if the Incremental Term Loan Commitments
and/or Incremental Revolving Credit Commitments are to be provided in a Designated Foreign
Currency, the applicable currency, (iv) the date on which such Incremental Term Loan Commitments
and/or Incremental Revolving Credit Commitments are requested to become effective (which shall not
be less than 10 Business Days nor more than 60 days after the date of such notice unless otherwise
agreed to by the Administrative Agent), (v) in the case of Incremental Term Loan Commitments,
whether such Incremental Term Loan Commitments are commitments to make additional U.S. Term Loans
of any Class, commitments to make additional European Term Loans or commitments to make term loans
with terms different from the Term Loans (“Other Term Loans”), and (vi) in the case of Incremental
Revolving Credit Commitments, whether such Incremental Revolving Credit Commitments are U.S.
Revolving Credit Commitments, European Revolving Credit Commitments or commitments to make
Revolving Loans on terms, to Borrowers or in currencies different from the U.S. Revolving Loans and
the European Revolving Loans (“Other Revolving Loans”, and such commitments, “Other Revolving
Credit Commitments”).




     (b) The applicable Borrower or Borrowers may seek Incremental Term Loan Commitments
and/or Incremental Revolving Credit Commitments from existing Lenders (each of which shall be
entitled to agree or decline to participate in its sole discretion) and additional banks,
financial institutions and other institutional lenders who will become Incremental Term
Lenders and/or Incremental Revolving Credit Lenders, as applicable, in connection therewith.
The applicable Borrower or Borrowers and each Incremental Term Lender and/or Incremental
Revolving Credit Lenders, as applicable, shall execute and deliver to the Administrative Agent
an Incremental Assumption Agreement and such other documentation as the Administrative Agent
shall reasonably specify to evidence the Incremental Term Loan Commitment and/or the
Incremental Revolving Credit Commitment of such



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Person. The terms and provisions of (x) the
Incremental Term Loans shall be identical to those of the Term Loans of the applicable Class
and (y) Incremental Revolving Credit Commitments shall be identical to those of the Revolving
Credit Commitments of the applicable Class, in each case except as otherwise set forth herein
or in the Incremental Assumption Agreement. Without the prior written consent of the Required
Lenders, (i) (A) the final maturity date of any Other Term Loans shall be no earlier than the
Latest Term Loan Maturity Date in effect at the time the Incremental Term Loan Commitments
with respect to such Other Term Loans become effective and (B) the final maturity date of any
Other Revolving Loans shall be no earlier than the Revolving Credit Maturity Date with respect
to any Class of Revolving Loans, (ii) the average life to maturity of the Other Term Loans
shall be no shorter than the average life to maturity of any other Class of
Term Loans, (iii) if the initial yield on such Other Term Loans (as determined by the
Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on
such Other Term Loans (which shall be increased by the amount that any “LIBOR floor”
applicable to such Other Term Loans on the date such Other Term Loans are made would exceed
the Adjusted LIBO Rate (without giving effect to clause (a) in the definition thereof) that
would be in effect for a three-month Interest Period commencing on such date) and (y) if such
Other Term Loans are initially made at a discount or the Lenders making the same receive a fee
directly or indirectly from Holdings or any Subsidiary for doing so (the amount of such
discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein
as “OID”), the amount of such OID divided by the lesser of (x) the average life to maturity of
such Other Term Loans and (y) four) exceeds by more than 50 basis points the sum of (A) the
margin then in effect for Eurocurrency Term Loans of any Class (which, with respect to the
Term Loans of any such Class, shall be the sum of the Applicable Margin then in effect for
such Eurocurrency Term Loans of such Class increased by the amount that any “LIBOR floor”
applicable to such Eurocurrency Term Loans of such Class on the date such Other Term Loans are
made would exceed the Adjusted LIBO Rate (without giving effect to clause (a) in the
definition thereof) that would be in effect for a three-month Interest Period commencing on
such date) plus (B) the amount of OID initially paid in respect of the Term Loans of such
Class divided by the lesser of (x) the average life to maturity of the Term Loans of such
Class as in effect at the time such Term Loans were made as determined by the Administrative
Agent in its sole discretion and (y) four (the amount of such excess above 50 basis points
being referred to herein as the “Yield Differential”), then the Applicable Margin then in
effect for each such affected Class of Term Loans shall automatically be increased by the
Yield Differential, effective upon the making of the Other Term Loans, and (iv) the Applicable
Margin with respect to any Incremental Revolving Loans shall be equal to the Applicable Margin
for the existing Revolving Loans; provided that the Applicable Margin of the existing
Revolving Loans may be increased to equal the Applicable Margin for such Incremental Revolving
Loans to satisfy the requirements of this clause (iv). The Administrative Agent shall
promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement.
Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental
Assumption Agreement, this



90









 






Agreement shall be deemed amended to the extent (but only to the
extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment
and/or Incremental Revolving Credit Commitment and the Incremental Term Loans and/or
Incremental Revolving Loans evidenced thereby, and the Administrative Agent and the Borrowers
may revise this Agreement to evidence such amendments.




     (c) Notwithstanding the foregoing, without the consent of the Required Lenders, no
Incremental Term Loan Commitment or Incremental Revolving Credit Commitment shall become
effective under this Section 2.23 unless (i) on the date of such effectiveness, the conditions
set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative
Agent shall have received a certificate to
that effect dated such date and executed by a Financial Officer of the applicable
Borrower or Borrowers; provided, that to the extent the proceeds of any Incremental Term Loan
Commitment or Incremental Revolving Credit Commitment will be used to consummate a Permitted
Acquisition, to the extent agreed to by the applicable Incremental Term Lenders and/or
Incremental Revolving Credit Lenders, the representations and warranties referred to in
Section 4.01(b) may be limited to representations and warranties consistent with the Specified
Representations (as defined in Amendment No. 6) for purposes of this clause (i), (ii) except
as otherwise specified in the applicable Incremental Assumption Agreement, the Administrative
Agent shall have received (with sufficient copies for each of the Incremental Term Lenders
and/or Incremental Revolving Credit Lenders) legal opinions, board resolutions and other
closing certificates reasonably requested by the Administrative Agent and consistent with
those delivered on the Closing Date under Section 4.02 of the Original Credit Agreement (or,
if the proceeds of any Incremental Term Loan Commitment or Incremental Revolving Credit
Commitment will be used to consummate a Permitted Acquisition, Section 4 of Amendment No. 6),
(iii) the Administrative Agent shall have received from the applicable Borrower or Borrowers
all fees and other amounts due and payable in respect of the Incremental Term Loan Commitments
and/or Incremental Revolving Credit Commitments, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by
such Borrower or Borrowers hereunder or under any other Loan Document and (iv) Holdings shall
be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment and/or
Incremental Revolving Credit Commitment and the Loans to be made thereunder and the
application of the proceeds therefrom as if made and applied on such date.




     (d) Each of the parties hereto hereby agrees that the Administrative Agent may, in
consultation with the applicable Borrower or Borrowers, take any and all action as may be
reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Term
Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a
pro rata basis and (ii) all Revolving Loans in respect of Incremental Revolving Credit
Commitments (other than Other Revolving Loans), when originally made, are included in each
Borrowing of outstanding Revolving Loans of the applicable Class on a pro rata basis. With
respect to Incremental Term Loans, this may be accomplished by converting each



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outstanding
Eurocurrency Term Borrowing into an ABR Term Borrowing on the date of each Incremental Term
Loan, or by allocating a portion of each Incremental Term Loan to each outstanding
Eurocurrency Term Borrowing of the applicable Class on a pro rata basis. With respect to
Incremental Revolving Commitments, this may be accomplished by (i) requiring the outstanding
Revolving Loans of the affected Class to be prepaid with the proceeds of a new Revolving
Credit Borrowing of such Class, (ii) causing Lenders of the affected Class to assign portions
of their outstanding Revolving Loans of such Class to Incremental Revolving Credit Lenders or
(iii) any combination of the foregoing. Any conversion of Eurocurrency
Loans to Daily Rate Loans contemplated in the preceding two sentences shall be subject to
Section 2.16. If any Incremental Term Loan or Incremental Revolving Loan is to be allocated
to an existing Interest Period for a Eurocurrency Term Borrowing or Eurocurrency Revolving
Borrowing of a Class, then the interest rate thereon for such Interest Period and the other
economic consequences thereof shall be as set forth in the applicable Incremental Assumption
Agreement. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the
scheduled amortization payments under Section 2.11(a)(i) or (ii), as applicable, required to
be made after the making of such Incremental Term Loans shall be ratably increased by the
aggregate principal amount of such Incremental Term Loans and shall be further increased for
all Lenders of the applicable Class on a pro rata basis to the extent necessary to avoid any
reduction in the amortization payments to which such Lenders were entitled before such
recalculation.




     (e) For the avoidance of doubt, it is understood and agreed that, notwithstanding the
foregoing provisions of this Section 2.23, (i) the Tranche C Term Loan Commitments provided
for in Amendment No. 6 shall become effective in accordance with Amendment No. 6 and (ii) no
further amendments or modifications to the terms of the Credit Facilities are required after
the Second Restatement Date by virtue of this Section 2.23 as a result of the effectiveness of
Amendment No. 6 or the consummation of the transactions expressly contemplated thereby.



ARTICLE III




Representations and Warranties



     Each Loan Party, with respect to itself and its respective Subsidiaries, represents and
warrants to each Administrative Agent, each Issuing Bank and each of the Lenders that:



     SECTION 3.01. Organization; Powers. Each Loan Party and its Material Subsidiaries (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, (b) has all
requisite power and authority to own its property and assets and to carry on its business as now
conducted and as proposed to be conducted except where the failure to have the same could not
reasonably be expected to have a Material Adverse Effect, (c) is qualified to do business in, and
is in good standing



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(where the concept is relevant) in, every jurisdiction where such qualification
is required, except where the failure so to qualify or be in good standing could not reasonably be
expected to result in a Material Adverse Effect, and (d) has the power and authority to execute,
deliver and perform its obligations under each of the Loan Documents, subject in the case of
Amendment No. 6 to the limitations set forth in Schedule 2 to Amendment No. 6, and each other
agreement or instrument contemplated thereby to which it is or will be a party and, in the case of
each Borrower, to borrow hereunder. With respect to each Loan Party incorporated in the Grand
Duchy of Luxembourg, its place of central
administration (siège de l’administration centrale) and centre of main interests (centre des
intérêts principaux) is located at its registered office (siège statutaire) in the Grand Duchy of
Luxembourg, and it has no establishment outside the Grand Duchy of Luxembourg (each such terms as
defined respectively in the Council Regulation (EC) n°1346/2000 of 29 May 2000 on insolvency
proceedings or domestic Luxembourg law).




     SECTION 3.02. Authorization. (a) Subject to the limitations set forth in Schedule 2 to
Amendment No. 6, the Graham Packaging Transactions and the transactions contemplated thereby (i)
have been duly authorized by all requisite corporate, partnership and, if required, stockholder,
works council and partner action and (ii) will not (A) (1) violate any provision of law, statute,
rule or regulation, or of the certificate or articles of incorporation, partnership agreements or
other constitutive or governing documents or by-laws of Holdings or any Subsidiary, (2) violate in
any material respect any order of any Governmental Authority or (3) violate in any material respect
any provision of any indenture, agreement or other instrument to which Holdings or any Material
Subsidiary is a party or by which any of them or any of their property is or may be bound, (B)
result in a breach of or constitute (alone or with notice or lapse of time or both) a default
under, or give rise to any right to accelerate or to require the prepayment, repurchase or
redemption of any material obligation under any such indenture, agreement or other instrument or
(C) result in the creation or imposition of any Lien upon or with respect to any property or assets
now owned or hereafter acquired by Holdings or any Material Subsidiary (other than any Lien created
hereunder or under the Security Documents).




     (b) Subject to the limitations set forth in Schedule 2 to Amendment No. 6, the
execution, delivery and performance by the Loan Parties of Amendment No. 6 and the other Loan
Documents entered into in connection with Amendment No. 6 (i) have been duly authorized by all
requisite corporate, partnership and, if required, stockholder, works council and partner
action and (ii) will not (A) violate any provision of law, statute, rule or regulation in any
material respect, or of the certificate or articles of incorporation, partnership agreements
or other constitutive or governing documents or by-laws of Holdings or any Subsidiary or (B)
violate in any material respect any provision of the Subordinated Notes, the Senior Secured
Notes or the Senior Unsecured Notes, in each case outstanding on the Second Restatement Date.



     SECTION 3.03. Enforceability. This Agreement has been duly executed and delivered by each
Loan Party and constitutes, subject to Legal Reservations and the limitations set forth in Schedule
2 to Amendment No. 6, and each other Loan Document



93









 




when executed and delivered by each Loan Party
thereto will constitute, subject to Legal Reservations and the limitations set forth in Schedule 2
to Amendment No. 6, a legal, valid and binding obligation of such Loan Party enforceable against
such Loan Party in accordance with its terms.




     SECTION 3.04. Governmental Approvals. Except as set out in the legal opinions delivered in
connection with Amendment No. 4, no action, consent or approval
of, registration or filing with or any other action by any Governmental Authority is or will
be required in connection with the Graham Packaging Transactions or the transactions contemplated
thereby, except for (a) filings in connection with the Security Documents, (b) recordation of the
Mortgages, (c) the filings or other actions listed on Schedule 3.04 and (d) such as have been made
or obtained and are in full force and effect or where the failure to obtain which could not
reasonably be expected to have a Material Adverse Effect.



     SECTION 3.05. Financial Statements. Holdings has heretofore furnished to the Lenders (i) its
consolidated statements of comprehensive income, consolidated statements of financial position and
related consolidated statements of changes in equity and cash flows as of and for the fiscal year
ended December 31, 2010 audited by and accompanied by the opinion of PricewaterhouseCoopers,
independent public accountants, and (ii) its interim unaudited consolidated statements of
comprehensive income, interim unaudited consolidated statements of financial position and related
interim unaudited consolidated statements of changes in equity and cash flows as of and for the
three month period ended March 31, 2011, certified by its Financial Officer. Such financial
statements present fairly in all material respects the financial condition and results of
operations and cash flows of Holdings and the Subsidiaries as of such dates and for such periods.
Such statements of financial position and the notes thereto disclose all material liabilities,
direct or contingent, of Holdings and the Subsidiaries as of the dates thereof. Such financial
statements were prepared in accordance with GAAP applied on a consistent basis, subject, in the
case of unaudited financial statements, to normal year-end audit adjustments and the absence of
footnotes.



     SECTION 3.06. No Material Adverse Change. No event, change or condition has occurred that
has had, or could reasonably be expected to have, a material adverse effect on the business,
assets, liabilities, operations, condition (financial or otherwise) or operating results of
Holdings and the Subsidiaries, taken as a whole, since December 31, 2010.



     SECTION 3.07. Title to Properties; Possession Under Leases. (a) Each Loan Party and its
subsidiaries has good and valid title to, or valid leasehold interests in, all its material
properties and assets (including all Mortgaged Property), except, in each case, where the failure
to have such good and valid title or such valid leasehold interests could not reasonably be
expected to have a Material Adverse Effect. All such material properties and assets are free and
clear of Liens, other than Liens expressly permitted by Section 6.02.




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     (b) Each Loan Party and its subsidiaries has complied with all obligations under
all material leases to which it is a party and all such leases are in full force and effect
except, in each case, where the failure to so comply could not reasonably be expected to have
a Material Adverse Effect. Each Loan Party and its subsidiaries enjoys peaceful and
undisturbed possession under all such material leases except, in each case, where the failure
to do so could not reasonably be expected to have a Material Adverse Effect.




     (c) As of the Second Restatement Date, no Loan Party or any of its subsidiaries has
received any written notice of, nor has any knowledge of, any pending or contemplated
condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof
in lieu of condemnation.




     (d) As of the Second Restatement Date, no Loan Party or any of its subsidiaries is
obligated under any right of first refusal, option or other contractual right to sell, assign
or otherwise dispose of any Mortgaged Property or any interest therein.



     SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the Second Restatement Date a
list of all Subsidiaries of Holdings and the ownership percentage of Holdings or any Subsidiary of
Holdings therein, together with the identity of each such holder. The shares of capital stock or
other ownership interests of such Subsidiaries are, as of the Second Restatement Date, except as
set forth on such Schedule 3.08, fully paid and non-assessable and are owned by Holdings or a
Subsidiary, directly or indirectly, free and clear of all Liens other than Liens arising under
applicable laws or permitted under Section 6.02 (other than Liens created under the Security
Documents and, with respect to the Existing Collateral, under the Subordinated Note Documents).



     SECTION 3.09. Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09,
as of the Second Restatement Date there are no actions, suits or proceedings at law or in equity or
by or before any Governmental Authority now pending or, to the knowledge of any Loan Party,
threatened against or affecting any Loan Party or any of its subsidiaries or any business, property
or rights of any such Person (i) that involve any Loan Document or (ii) as to which there is a
reasonable possibility of an adverse determination and that, if adversely determined, could
reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.




     (b) Since the Second Restatement Date, there has been no change in the status of the
matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or
materially increased the likelihood of, a Material Adverse Effect.




     (c) No Loan Party or any of its subsidiaries or any of their respective material
properties or assets is in violation of, nor will the continued operation of their material
properties and assets as currently conducted violate, any law, rule or regulation (including
any zoning and building law, ordinance, code or approval, or
permits, any Environmental Law and any Environmental Permits) or any restrictions



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of record or agreements affecting the Mortgaged Property, or is in default with respect to any
judgment, writ, injunction, decree or order of any Governmental Authority, where such
violation or default could reasonably be expected to result in a Material Adverse Effect.




     (d) Certificates of occupancy (or the functional equivalent thereof) and permits are in
effect for each Mortgaged Property as currently constructed or the improvements located on
each such Mortgaged Property or the use thereof constitutes legal non-conforming structures or
uses except, in each case, where the failure to do so could not reasonably be expected to
result in a Material Adverse Effect.



     SECTION 3.10. Agreements. (a) No Loan Party or any of its subsidiaries is a party to any
agreement or instrument or subject to any corporate restriction that has resulted or could
reasonably be expected to result in a Material Adverse Effect.




     (b) No Loan Party or any of its subsidiaries is in default in any manner under any
provision of any material indenture or other material agreement or instrument evidencing
Indebtedness owed to a third party, or any other material agreement or instrument to which it
is a party or by which it or any of its properties or assets are or may be bound, where such
default could reasonably be expected to result in a Material Adverse Effect.



     SECTION 3.11. Federal Reserve Regulations. (a) No Loan Party or any of its subsidiaries
is engaged principally, or as one of its important activities, in the business of extending credit
for the purpose of buying or carrying Margin Stock.




     (b) No part of the proceeds of any Loan or any Letter of Credit will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose
that entails a violation of, or that is inconsistent with, the provisions of the Regulations
of the Board, including Regulation T, U or X.



     SECTION 3.12. Investment Company Act. No Loan Party is an “investment company” as defined
in, or subject to regulation under, the Investment Company Act of 1940.



     SECTION 3.13. Use of Proceeds. The Borrowers will use the proceeds of the Loans (other than
Incremental Term Loans, which will be used as provided for in the applicable Incremental Assumption
Agreement) and will request the issuance of Letters of Credit only for the purposes specified in
the introductory statement to this Agreement. The Loans have not and shall not be used with a view
to (a) the subscription or acquisition of any shares in the share capital or depositary receipts
thereof in a company organized in The Netherlands or (b) repay any Indebtedness which was used for
the purposes of acquiring shares in the share capital or depositary receipts thereof in The
Netherlands.



     SECTION 3.14. Taxes. (a) Each Loan Party and each of its subsidiaries has filed or caused
to be filed all material federal, state, local and foreign Tax Returns



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required to have been filed
by it and has paid or caused to be paid all material Taxes due and payable by it and all material
assessments received by it, except Taxes that are being contested in good faith by appropriate
proceedings and for which such Loan Party or subsidiary, as applicable, shall have set aside on its
books adequate reserves.





     (b) As of the Second Restatement Date, none of Holdings, the Subsidiaries and their
respective Affiliates is a party to, bound by or has any liability under any Tax sharing
agreement or similar agreement with respect to Taxes.



     SECTION 3.15. No Material Misstatements. None of (a) the Confidential Information Memorandum
(together with the risk factors incorporated by reference therein) or (b) any other written
information, report, exhibit or schedule (excluding the projections, forecasts, other
forward-looking information and financial information referred to below) furnished by or on behalf
of Holdings or any Subsidiary to the Administrative Agent or any Lender in connection with the
negotiation of any Loan Document or included therein or delivered pursuant thereto, when taken as a
whole (and in the case of information relating to Graham Packaging Company Inc. and its
subsidiaries contained in the Confidential Information Memorandum, to the best knowledge of
Holdings), contained, contains or will contain as of the date the same was or is furnished any
material misstatement of fact or, in the case of the Confidential Information Memorandum, omitted
to state as of the date it was furnished any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not materially misleading.
The projections and pro forma financial information contained in the materials referenced above are
based upon good faith estimates and assumptions believed by management of Holdings to be reasonable
at the time made, in light of the circumstances under which they were made, it being recognized by
the Agents and the Lenders that such projections, forecasts, other forward-looking information and
financial information as it relates to future events is not to be viewed as fact and that actual
results during the period or periods covered by such financial information may differ from the
projected results set forth therein by a material amount.



     SECTION 3.16. Employee Benefit Plans. (a) Each Loan Party, each Material Subsidiary and
each ERISA Affiliate is in compliance in all material respects with the applicable provisions of
ERISA and the Code and the regulations and published interpretations thereunder. No ERISA Event
has occurred or is reasonably expected to occur that, when taken together with all other such ERISA
Events, could reasonably be expected to result in material liability of any Loan Party, any
Material Subsidiary or any ERISA Affiliates. The present value of all benefit liabilities under
each Plan (based on the assumptions used for purposes of Statement of Financial Accounting
Standards Nos. 87 and 158, as amended or revised from time to time) did not, as of the last annual
valuation date applicable thereto, exceed the fair market value of the assets of such Plan, and the
present value of all benefit liabilities of all underfunded Plans (based on the assumptions used
for purposes of Statement of Financial Accounting Standards Nos. 87
and 158, as amended or revised from time to time) did not, as of the last annual valuation
dates applicable thereto, exceed the fair market value of the assets of all such



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underfunded Plans
except in each such case where such underfunding could not reasonably be expected to have a
Material Adverse Effect.





     (b) Each Foreign Pension Plan is in compliance in all material respects with all
requirements of law applicable thereto and the respective requirements of the governing
documents for such plan. With respect to each Foreign Pension Plan, no Loan Party, its
Affiliates or, to the knowledge of any Loan Party, any of their respective directors,
officers, employees or agents has engaged in a transaction which would subject any Loan Party
or any subsidiary thereof, directly or indirectly, to a tax or civil penalty which could
reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect. With respect to each Foreign Pension Plan, reserves have been established in the
financial statements furnished to Lenders in respect of any unfunded liabilities in accordance
with applicable law and prudent business practice or, where required, in accordance with
ordinary accounting practices in the jurisdiction in which such Foreign Pension Plan is
maintained. The aggregate unfunded liabilities with respect to such Foreign Pension Plans
could not reasonably be expected to result in a Material Adverse Effect; the present value of
the aggregate accumulated benefit liabilities of all such Foreign Pension Plans (based on
those assumptions used to fund each such Foreign Pension Plan) did not, as of the last annual
valuation date applicable thereto, exceed the fair market value of the assets of all such
Foreign Pension Plans except in such case where the underfunding could not reasonably be
expected to have a Material Adverse Effect.



     SECTION 3.17. Environmental Matters. (a) Except as set forth in Schedule 3.17 and except
with respect to any other matters that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, as of the Second Restatement Date no Loan Party or
any subsidiary thereof (i) has failed to comply with any Environmental Law or to obtain, maintain
or comply with any Environmental Permits, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of
any reasonable basis for any Environmental Liability.




     (b) Since the Second Restatement Date, there has been no change in the status of the
matters disclosed on Schedule 3.17 that, individually or in the aggregate, has resulted in, or
materially increased the likelihood of, a Material Adverse Effect.



     SECTION 3.18. Insurance. Schedule 3.18 sets forth a true, complete and correct description
of all insurance maintained by or on behalf of each Loan Party or any Material Subsidiary thereof
as of the Second Restatement Date that is material to Holdings and the Material Subsidiaries taken
as a whole. As of the Second Restatement Date, such insurance is in full force and effect and all
premiums that, as of the Second Restatement Date, are required to be paid have been duly paid.
Each Loan Party and
each Material Subsidiary has insurance in such amounts and covering such risks and liabilities
as are in accordance with normal industry practice.



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     SECTION 3.19. Security Documents. (a) Subject to the Legal Reservations, the U.S.
Collateral Agreement creates in favor of a Collateral Agent, for the ratable benefit of the Bank
Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in
the U.S. Collateral Agreement) and the proceeds thereof and (i) with respect to all Pledged
Collateral (as defined in the U.S. Collateral Agreement) previously delivered to and in the
continuing possession of a Collateral Agent, the Lien created under the U.S. Collateral Agreement
constitutes, or in the case of Pledged Collateral to be delivered to, and remain in the continuing
possession of, a Collateral Agent in the future, the Lien created under the U.S. Collateral
Agreement will constitute, a fully perfected first priority Lien (subject to the rights of Persons
pursuant to Liens expressly permitted by Section 6.02) on, and security interest in, all right,
title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior
in right to any other Person, and (ii) with respect to all other Collateral (as defined in the U.S.
Collateral Agreement) (other than Intellectual Property, as defined in the U.S. Collateral
Agreement) with the previous filing of financing statements in the offices specified on Schedule
3.19(a), or when financing statements in appropriate form are filed in the offices specified on
Schedule 3.19(a), or other appropriate instruments are filed or other actions taken, all as
described in Schedule 3.19(a), the Lien created under the U.S. Collateral Agreement constitutes or
will constitute, as the case may be, a fully perfected Lien on, and security interest in, all
right, title and interest of the Loan Parties in such Collateral, in each case prior and superior
in right to any other Person, in each case other than with respect to Liens expressly permitted by
Section 6.02.




     (b) The U.S. Collateral Agreement, together with the filings made pursuant to the U.S.
Collateral Agreement currently on file with the United States Patent and Trademark Office and
the United States Copyright Office and the financing statements currently on file in the
offices specified on Schedule 3.19(a) have created, as and to the extent provided in the U.S.
Collateral Agreement, a Lien that is fully perfected on all right, title and interest of the
Loan Parties in the Intellectual Property (as defined in the U.S. Collateral Agreement) in
which a security interest may be perfected by filing in the United States and its territories
and possessions, in each case prior and superior in right to any other Person other than with
respect to Liens expressly permitted by Section 6.02. Notwithstanding the foregoing, it is
understood that recordings in the United States Patent and Trademark Office and the United
States Copyright Office, as applicable, may be necessary to perfect a Lien on any U.S.
patents, U.S. patent applications, U.S. registered trademarks, U.S. trademark applications,
and U.S. registered copyrights of any Loan Party that were acquired after the Closing Date
(such intellectual property, collectively the “Post-Closing IP”). Upon the making of such
recordings, together with the financing statements currently on file in the offices specified
on Schedule 3.19(a), the Lien created under the U.S. Collateral Agreement shall constitute, as
and to the extent provided in the U.S. Collateral Agreement, a fully perfected Lien on all
right, title and interest of the Loan Parties in the Post-Closing IP, in each case prior and
superior in right to any other Person other than with respect to Liens expressly
permitted by Section 6.02.



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     (c) Subject to the Legal Reservations and to the limitations set forth in Schedule 2 to
Amendment No. 6 and except as set forth on Schedule 3.19(c), each Mortgage is effective to
create in favor of the applicable Collateral Agent, for the ratable benefit of the Bank
Secured Parties, a valid and enforceable Lien on all of the applicable Loan Party’s right,
title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and
when such Mortgage is filed and/or recorded in the appropriate filing office, such Mortgage
shall constitute a fully perfected first priority Lien on, and security interest in, all
right, title and interest of the applicable Loan Party in such Mortgaged Property and the
proceeds thereof, other than with respect to the rights of Persons pursuant to Liens expressly
permitted by Section 6.02.




     (d) Subject to the Legal Reservations, the limitations set forth in Schedule 2 to
Amendment No. 6 or the Agreed Security Principles and except as set forth in Schedule 3.19(d)
or the applicable legal opinion, (i) each Foreign Collateral Agreement creates in favor of the
applicable Collateral Agent, for the benefit of the Bank Secured Parties, a legal, valid and
enforceable security interest in the Collateral described therein and proceeds thereof to the
extent permissible under applicable law, (ii) in the case of the Pledged Collateral described
in a Foreign Collateral Agreement, when actions are taken (or were taken) as required in the
relevant Foreign Collateral Agreement, the applicable Collateral Agent (for the benefit of the
Bank Secured Parties) shall have (or, in the case of actions taken prior to the Second
Restatement Date, has) a Lien on, and security interest in, all right, title and interest of
the applicable Loan Parties in such Pledged Collateral and the proceeds thereto, and such Lien
shall be a first priority Lien, subject to Liens permitted by Section 6.02, and shall, to the
extent applicable in the relevant jurisdiction, be perfected.



     SECTION 3.20. Location of Real Property and Leased Premises. Schedule 3.20 lists completely
and correctly as of the Second Restatement Date all material real property owned by Holdings and
the Material Subsidiaries and the addresses thereof. Holdings and the Material Subsidiaries, as of
the Second Restatement Date, own in fee all the material real property set forth on Schedule 3.20.



     SECTION 3.21. Labor Matters. As of the Second Restatement Date, there are no material
strikes, lockouts or slowdowns against any Loan Party or any Material Subsidiary, to the knowledge
of Holdings or any Borrower, threatened. The hours worked by and payments made to employees of
each Loan Party and the subsidiaries thereof have not been in violation of the Fair Labor Standards
Act or any other applicable Federal, state, local or foreign law dealing with such matters in any
material respects. All material payments due from any Loan Party or any Material Subsidiary, or
for which any claim may be made against any Loan Party or Material Subsidiary, on account of wages
and employee health and welfare insurance and other benefits, have been paid or accrued
as a liability on the books of such Loan Party or Material Subsidiary. The consummation of
the Refinancing and the transactions contemplated thereby will not give rise to any right of
termination or right of renegotiation on the part of any union under any collective



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bargaining
agreement to which any Loan Party or Material Subsidiary is bound to the extent the same could
reasonably be expected to have a Material Adverse Effect.




     SECTION 3.22. Solvency. Immediately after (a) the making of each Loan on the Graham
Packaging Closing Date and after giving effect to the application of the proceeds thereof and (b)
the consummation of the Graham Packaging Transaction to occur on the Graham Packaging Closing
Date, (i) the fair value of the assets of the Loan Parties (on a consolidated basis), at a fair
valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the
present fair saleable value of the property of the Loan Parties (on a consolidated basis) will be
greater than the amount that will be required to pay the probable liability of their debts and
other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (iii) the Loan Parties (on a consolidated basis) will be able to pay
their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities
become absolute and matured; and (iv) the Loan Parties (on a consolidated basis) will not have
unreasonably small capital with which to conduct the business in which they are engaged as such
business is now conducted and is proposed to be conducted following the Second Restatement Date.



     SECTION 3.23. Senior Indebtedness. The Obligations constitute “Senior Indebtedness” and
“Designated Senior Debt” under and as defined in the Subordinated Note Documents and “Senior
Liabilities” under and as defined in the Existing Intercreditor Agreement.



     SECTION 3.24. Sanctioned Persons. No Loan Party or subsidiary thereof nor, to the knowledge
of any Loan Party, any director, officer, agent, employee or Affiliate of any Loan Party or
subsidiary thereof is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”) or sanctions under other similar applicable
laws of other jurisdictions in which it conducts business with the result that any Lender would be
in violation of applicable law; and no Borrower will knowingly directly or indirectly use the
proceeds of the Loans or the Letters of Credit or otherwise make available such proceeds to any
Person, for the purpose of financing the activities of any Person currently subject to any U.S.
sanctions administered by OFAC or sanctions under other similar applicable laws of other
jurisdictions in which it conducts business with the result that any Lender would be in violation
of applicable law.



     SECTION 3.25. Austrian Business Reorganization. With respect to each Austrian Borrower, the
preconditions for the opening of an Austrian Business Reorganisation as set out under the Austrian
Business Reorganisation Act (Unternehmensreorganisationsgesetz) are not met.



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ARTICLE IV




Conditions of Lending



     The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of
Credit hereunder are subject to the satisfaction of the following conditions:



     SECTION 4.01. All Credit Events. On the date of each Borrowing (other than (i) a conversion
or a continuation of a Borrowing, (ii) a Borrowing of Tranche C Term Loans, which shall be subject
to the conditions set forth in Amendment No. 6, or (iii) as set forth in Section 2.23(c) with
respect to Incremental Term Loans and Incremental Revolving Credit Commitments) and on the date of
each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called
a “Credit Event”):




     (a) The Administrative Agent shall have received a notice of such Borrowing as required
by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02)
or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the
applicable Issuing Bank and the Administrative Agent shall have received a notice requesting
the issuance, amendment, extension or renewal of such Letter of Credit as required by Section
2.22(b).




     (b) The representations and warranties set forth in Article III and in each other Loan
Document shall be true and correct in all material respects on and as of the date of such
Credit Event with the same effect as though made on and as of such date, except to the extent
such representations and warranties expressly relate to an earlier date.




     (c) At the time of and immediately after such Credit Event, no Default or Event of
Default shall have occurred and be continuing.



     Each Credit Event shall be deemed to constitute a representation and warranty by the Borrowers
and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b) and (c)
of this Section 4.01.



ARTICLE V




Affirmative Covenants



     Each of Holdings and the Borrowers covenants and agrees with each Lender that so long as this
Agreement shall remain in effect and until the Commitments have been terminated and the principal
of and interest on each Loan, all Fees and all other expenses or amounts (other than
indemnification and other contingent obligations for which no claim has been made) payable under
any Loan Document shall have been paid in full and all Letters of Credit have been canceled or have
expired (unless cash collateralized or backstopped in a manner reasonably satisfactory to the
Administrative Agent) and all
amounts drawn thereunder have been reimbursed in full, unless the Required Lenders



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shall
otherwise consent in writing, each of Holdings and the Borrowers will, and will cause the Material
Subsidiaries to:




     SECTION 5.01. Existence; Compliance with Laws; Businesses and Properties. (a) Do or cause
to be done all things necessary to preserve, renew and keep in full force and effect its legal
existence, except as otherwise expressly permitted under Section 6.05.




     (b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and
keep in full force and effect the rights, licenses, permits, franchises, authorizations
(including any unconditional works council authorizations), patents, copyrights, trademarks
and trade names material to the conduct of its business; maintain and operate such business in
substantially the manner in which it is presently conducted and operated; comply in all
material respects with all applicable laws, rules, regulations and decrees and orders of any
Governmental Authority, whether now in effect or hereafter enacted; and at all times maintain
and preserve all property and assets material to the conduct of such business and keep such
property and assets in good repair, working order and condition and from time to time make, or
cause to be made, all needful and proper repairs, renewals, additions, improvements and
replacements thereto necessary in order that the business carried on in connection therewith
may be properly conducted at all times.



     SECTION 5.02. Insurance. (a) Keep its insurable properties adequately insured at all
times by financially sound and reputable insurers; maintain such other insurance, to such extent
and against such risks, including fire and other risks insured against by extended coverage, as is
customary with companies in the same or similar businesses operating in the same or similar
locations, including public liability insurance against claims for personal injury or death or
property damage occurring upon, in, about or in connection with the use of any properties owned,
occupied or controlled by it, as is customary with companies in the same or similar businesses
operating in the same or similar locations; and maintain such other insurance as may be required by
law.




     (b) Cause all such policies covering any Collateral material to Holdings and the
Subsidiaries taken as a whole (to the extent it is a property policy) to be endorsed or
otherwise amended to include a customary lender’s loss payable endorsement, in form and
substance satisfactory to the Administrative Agent, which endorsement shall provide that, from
and after the Closing Date, if the insurance carrier shall have received written notice from
the Administrative Agent or a Collateral Agent of the occurrence of an Event of Default, the
insurance carrier shall pay all proceeds otherwise payable to any Borrower or the Loan Parties
under such policies directly to such Collateral Agent; and cause each such policy to provide
that it shall not be canceled, modified or not renewed (i) by reason of nonpayment of premium
without at least 10 days’ prior written notice thereof by the insurer to the Administrative
Agent (giving the Administrative Agent and such Collateral Agent the right to cure defaults in
the payment of premiums) or (ii) for any other reason without at least 30 days’ prior written
notice thereof by the insurer to the Administrative Agent.



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     (c) If at any time the area in which the Premises (as defined in the Mortgages) are
located is designated (i) a “flood hazard area” in any Flood Insurance Rate Map published by
the Federal Emergency Management Agency (or any successor agency), obtain flood insurance in
such total amount as is customary with companies in the same or similar businesses operating
in the same or similar locations, and otherwise comply with the National Flood Insurance
Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from
time to time, or (ii) a “Zone 1” area, obtain earthquake insurance in such total amount as is
customary with companies in the same or similar businesses operating in the same or similar
locations.




     (d) With respect to any Mortgaged Property, carry and maintain comprehensive general
liability insurance including the “broad form CGL endorsement” and coverage on an occurrence
basis against claims made for personal injury (including bodily injury, death and property
damage) and umbrella liability insurance against claims that are customarily insured under
such insurance, in no event for a combined single limit of less than that which is customary
for companies in the same or similar businesses operating in the same or similar locations,
naming the applicable Collateral Agent as an additional insured, on forms satisfactory to the
Administrative Agent.



     SECTION 5.03. Taxes. Pay and discharge promptly when due all material Taxes, assessments and
governmental charges or levies imposed upon or payable by it or upon its income or profits or in
respect of its property, before the same shall become delinquent or in default; provided, however,
that such payment and discharge shall not be required with respect to any such Tax, assessment,
charge or levy, so long as the validity or amount thereof shall be contested in good faith by
appropriate proceedings and Holdings, the applicable Borrower or the applicable Subsidiary shall
have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such
contest operates to suspend collection of the contested obligation, Tax, assessment or charge or
enforcement of a Lien.



     SECTION 5.04. Financial Statements, Reports, etc. In the case of Holdings, furnish to the
Administrative Agent, which shall furnish to each Lender:




     (a) within 90 days after the end of each fiscal year, its consolidated statements of
comprehensive income, consolidated statements of financial position and related consolidated
statements of changes in equity and cash flows showing the financial condition of Holdings and
its consolidated Subsidiaries as of the close of such fiscal year and the results of its
operations and the operations of Holdings and such Subsidiaries during such year, together
with comparative figures for the immediately preceding fiscal year, all audited by
PricewaterhouseCoopers or other independent public accountants of recognized national standing
and accompanied by an opinion of such accountants (which opinion shall be without a “going
concern” explanatory note or any similar qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect that such
consolidated financial statements fairly present in all material respects the financial



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condition and results of operations of Holdings and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, together with a customary
“management discussion and analysis” section;




     (b) within 45 days after the end of each of the first three fiscal quarters of each
fiscal year (or in the case of financial statements for the fiscal quarters ending on June 30,
2011, and September 30, 2011, within 60 days after the end of each such fiscal quarter), its
consolidated statements of comprehensive income, consolidated statements of financial position
and related consolidated statements of changes in equity and cash flows showing the financial
condition of Holdings and its consolidated Subsidiaries as of the close of such fiscal quarter
and the results of its operations and the operations of Holdings and such Subsidiaries during
such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures
for the same periods in the immediately preceding fiscal year, all certified by its Financial
Officer as fairly presenting in all material respects the financial condition and results of
operations of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments and the lack of
notes thereto, together with a customary “management discussion and analysis” section;




     (c) concurrently with any delivery of financial statements under paragraph (a) or (b)
above, a certificate of its Financial Officer in the form of Exhibit K (i) certifying that no
Event of Default or Default has occurred or, if such an Event of Default or Default has
occurred, specifying the nature and extent thereof and any corrective action taken or proposed
to be taken with respect thereto and (ii) setting forth computations in reasonable detail
satisfactory to the Administrative Agent (which shall include a reasonably detailed
calculation of Consolidated EBITDA for the relevant period) demonstrating compliance with the
covenants contained in Sections 6.10, 6.11 and 6.12;




     (d) within 90 days after the beginning of each fiscal year of Holdings, a detailed
consolidated budget for such fiscal year (including a projected consolidated balance sheet and
related statements of projected operations and cash flows as of the end of and for such fiscal
year and setting forth the assumptions used for purposes of preparing such budget) and,
promptly when available, any significant revisions of such budget;




     (e) promptly after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by Holdings or any Subsidiary with the
Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of
the functions of said Commission, or with any national securities exchange, or distributed to
its shareholders or equityholders, as the case may be;




     (f) promptly after the request by any Lender, all documentation and other information
that such Lender reasonably requests in order to comply with its



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ongoing obligations under
applicable “know your customer” and anti-money laundering rules and regulations, including the
USA PATRIOT Act;




     (g) promptly, from time to time, such other information regarding the operations,
business affairs and financial condition of Holdings or any Subsidiary, or compliance with the
terms of any Loan Document, as the Administrative Agent (on its own behalf or on behalf of any
Lender acting through the Administrative Agent) may reasonably request; and




     (h) provide all information reasonably requested by the Administrative Agent on behalf
of any Lender required in order to manage such Lender’s anti-money laundering,
counter-terrorism financing or economic and trade sanctions risk or to comply with any laws or
regulations.



     SECTION 5.05. Litigation and Other Notices. Furnish to the Administrative Agent, each
Issuing Bank and each Lender prompt written notice of the following:




     (a) any Event of Default or Default, specifying the nature and extent thereof and the
corrective action (if any) taken or proposed to be taken with respect thereto;




     (b) the filing or commencement of, or any threat or notice of intention of any Person
to file or commence, any action, suit or proceeding, whether at law or in equity or by or
before any Governmental Authority, against Holdings or any Subsidiary that could reasonably be
expected to result in a Material Adverse Effect;




     (c) any development that has resulted in, or could reasonably be expected to result in,
a Material Adverse Effect; and




     (d) any change in Holdings’ public corporate rating by S&P, in Holdings’ public
corporate family rating by Moody’s or in the public ratings of the Credit Facilities by S&P or
Moody’s, or any notice from either such agency indicating its intent to effect such a change
or to place Holdings or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar
list, in each case with negative implications, or its cessation of, or its intent to cease,
rating Holdings or the Credit Facilities.



     SECTION 5.06. Information Regarding Collateral. (a) Furnish to the Administrative Agent
prompt written notice of any change (i) in any Loan Party’s corporate name or (ii) in the
jurisdiction of organization or formation of any Loan Party. Holdings and the Borrowers agree not
to effect or permit any change referred to in the preceding sentence unless all filings have been
made or will be made promptly under the Uniform Commercial Code or otherwise that are required in
order for the applicable Collateral Agent to continue at all times following such change to have a
valid, legal and perfected security interest in all the Collateral. Holdings and the Borrowers
also agree
promptly to notify the Administrative Agent if any portion of the Collateral that is material
to Holdings and the Subsidiaries taken as a whole is damaged or destroyed.



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     (b) In the case of Holdings, each year, at the time of delivery of the annual financial
statements with respect to the preceding fiscal year pursuant to Section 5.04(a), deliver to
the Administrative Agent a certificate of a Financial Officer setting forth the information
required pursuant to Section 2 of the Perfection Certificate or confirming that there has been
no change in such information since the date of the Perfection Certificate delivered on the
Closing Date or the date of the most recent certificate delivered pursuant to this Section
5.06.



     SECTION 5.07. Maintaining Records; Access to Properties and Inspections; Maintenance of
Ratings. (a) Keep proper books of record and account in which full, true and correct entries in
all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside
of the United States, the local accounting standards applicable in the relevant jurisdiction and
all requirements of law, are made of all material dealings and transactions in relation to its
business and activities. Each Loan Party will, and will cause each of its Material Subsidiaries
to, permit any representatives designated by the Administrative Agent or any Lender to visit and
inspect the financial records and the properties of such Person upon reasonable notice and at
reasonable times during normal business hours (provided that (i) such visits shall be coordinated
by the Administrative Agent, (ii) such visits shall be limited to no more than one such visit per
calendar year, and (iii) such visits by any Lender shall be at the Lender’s expense, except in the
case of clauses (ii) and (iii) during the continuance of an Event of Default), and permit any
representatives designated by the Administrative Agent or any Lender to have reasonable discussions
regarding the affairs, finances and condition of such Person with the officers thereof (provided
that such discussions shall be limited to no more than once per calendar quarter except during the
continuance of an Event of Default).




     (b) In the case of Holdings and the Borrowers, use commercially reasonable efforts to
cause the Credit Facilities to be continuously rated publicly by S&P and Moody’s, and in the
case of Holdings, use commercially reasonable efforts to maintain a public corporate rating
from S&P and a public corporate family rating from Moody’s, in each case in respect of
Holdings.



     SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans and request the issuance of
Letters of Credit only for the purposes specified in the introductory statement to this Agreement
or, in the case of Incremental Term Loans and Incremental Revolving Loans, in the applicable
Incremental Assumption Agreement. The Loans shall not be used with a view to (a) the subscription
or acquisition of any shares in the share capital or depositary receipts thereof in a company
organized in The Netherlands or (b) repay any Indebtedness which was used for the purposes of
acquiring shares in the share capital or depositary receipts thereof in The Netherlands.



     SECTION 5.09. Employee Benefits. Comply in all material respects with the applicable
provisions of ERISA and the Code and the laws applicable to any Foreign
Pension Plan and (b) furnish to the Administrative Agent as soon as possible after, and in any
event within ten days after any responsible officer of Holdings or any Borrower knows or has reason
to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could
reasonably be expected to result in liability of



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Holdings, any Borrower or any ERISA Affiliate in
an aggregate amount exceeding $50,000,000, a statement of a Financial Officer of Holdings or such
Borrower setting forth details as to such ERISA Event and the action, if any, that Holdings or such
Borrower proposes to take with respect thereto.




     SECTION 5.10. Compliance with Environmental Laws. Comply, and cause all lessees and other
Persons occupying or operating its properties to comply with all Environmental Laws applicable to
its operations and properties; obtain and renew all Environmental Permits necessary for its
operations and properties; and conduct any response or remedial action in accordance with
Environmental Laws except in each case where the failure to comply or so act could not reasonably
be expected to result in a Material Adverse Effect; provided, however, that none of Holdings or any
Material Subsidiary shall be required to undertake any response or remedial action required by
Environmental Laws to the extent that its obligation to do so is being contested in good faith and
by proper proceedings and appropriate reserves are being maintained with respect to such
circumstances in accordance with GAAP, except to the extent such response or remedial action is
necessary to prevent or abate an imminent and substantial danger to human health and/or the
environment.



     SECTION 5.11. Preparation of Environmental Reports. If a Default caused by reason of a
breach of Section 3.17 or Section 5.10 shall have occurred and be continuing for more than 30 days
without Holdings or any Subsidiary commencing activities reasonably likely to cure such Default, at
the written request of the Required Lenders through the Administrative Agent, the Loan Parties
shall provide to the Lenders within 45 days after such request, at the expense of the Loan Parties,
an environmental site assessment report regarding the matters which are the subject of such Default
prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and
indicating, to the extent relevant, the presence or absence of Hazardous Materials and the
estimated cost of any compliance with, or response or remedial action under, Environmental Law in
connection with such Default.



     SECTION 5.12. Further Assurances. (a) Execute any and all further documents, financing
statements, agreements, assignments, transfers, charges, notices and instruments, and take all
further action (including filing Uniform Commercial Code and other financing statements, mortgages
and deeds of trust) that may be required under the Agreed Security Principles, or that the Required
Lenders or the Administrative Agent may reasonably request (and in such form as any Collateral
Agent may reasonably require in respect of such Collateral Agent or its nominee(s)) in accordance
with the Agreed Security Principles, in order to effectuate the transactions contemplated by the
Loan Documents and (to the extent applicable and required) in order to (i) grant, preserve, protect
and perfect the validity and first priority (subject to the rights of Persons pursuant to Liens
expressly permitted by Section 6.02) of the security interests created or
intended to be created by the Security Documents in accordance with the Agreed Security
Principles and (ii) facilitate the realization of the assets which are, or are intended to be, the
subject of such security interests. Subject to the Agreed Security Principles, Holdings, each
Borrower and each other Loan Party will cause any subsequently acquired or organized Subsidiary of
such Person (other than an Excluded Subsidiary, for so long as



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such Subsidiary is permitted to
remain an Excluded Subsidiary hereunder) to become a Loan Party by executing a Guarantor Joinder
and each applicable Loan Document in favor of the Collateral Agents, in each case within a
reasonable period of time after such acquisition, organization or ceasing to be an Excluded
Subsidiary. In addition, from time to time and subject to the Agreed Security Principles,
Holdings, each Borrower and each other Loan Party will, at its cost and expense, promptly secure
the Obligations by pledging or creating, or causing to be pledged or created, perfected (to the
extent required under the Agreed Security Principles) first priority (subject to the rights of
Persons pursuant to Liens expressly permitted by Section 6.02) security interests with respect to
such of its assets and properties as the Administrative Agent or the Required Lenders shall
designate, which, if Graham Packaging is an Excluded Subsidiary on the Graham Packaging Closing
Date, shall include the Graham Packaging Secured Intercompany Loans and the rights of RGHI under
the Graham Packaging Secured Intercompany Loan Documents. Such security interests and Liens will
be created under the Loan Documents and other security agreements, mortgages, deeds of trust and
other instruments and documents in form and substance reasonably satisfactory to the Administrative
Agent and applicable Collateral Agent, and Holdings, the Borrowers and the other Loan Parties shall
deliver or cause to be delivered to the Lenders all such instruments and documents (including legal
opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably
request in accordance with the Agreed Security Principles to evidence compliance with this Section.
Subject to the Agreed Security Principles, each of Holdings, the Borrowers and the other Loan
Parties agrees to provide such evidence as the Administrative Agent shall reasonably request as to
the perfection (where applicable) and priority status of each such security interest and Lien. In
furtherance of the foregoing, Holdings and the Borrowers will give prompt notice to the
Administrative Agent of the acquisition by any of them or any of their respective Subsidiaries of
any owned real property (or any interest in owned real property) having a value in excess of
$20,000,000.





     (b) If, at any time and from time to time on or after the Second Restatement Date,
Subsidiaries that are not Loan Parties because they are Excluded Subsidiaries (other than
Subsidiaries that are not Loan Parties because they are Excluded Subsidiaries as a result of
the application of Section (A)(4)(r) of the Agreed Security Principles (such Subsidiaries,
collectively, the “Designated Excluded Subsidiaries”)) (i) had gross assets (excluding intra
group items but including, without duplication, investments in Subsidiaries) in excess of 20%
of the Consolidated Total Assets (excluding the total assets of the Designated Excluded
Subsidiaries) as of, in each case, the last day of the fiscal quarter of Holdings most
recently ended for which financial statements are available or (ii) had earnings before
interest, tax, depreciation and amortization calculated on the same basis as
Consolidated EBITDA in excess of 20% of the Consolidated EBITDA (excluding the portion of
Consolidated EBITDA attributable to the Designated Excluded Subsidiaries) for, in each case,
the period of four consecutive fiscal quarters of Holdings most recently ended for which
financial statements are available, then Holdings shall, not later than 45 days after the date
by which financial statements for such quarter are required to be delivered pursuant to this
Agreement (or such later date as the Administrative Agent may agree), cause one or more of
such Subsidiaries



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that are not Loan Parties to become additional Loan Parties (notwithstanding
that such Subsidiaries are, individually, Excluded Subsidiaries and notwithstanding anything
to the contrary in the Agreed Security Principles) such that the foregoing condition ceases to
be true.



     SECTION 5.13. Post-Closing Obligations. Schedule 3 to Amendment No. 6 sets forth certain
matters to be effected following the Second Restatement Date.



     SECTION 5.14. [Reserved].



     SECTION 5.15. Proceeds of Certain Dispositions. If, as a result of the receipt of any cash
proceeds by Holding or any Subsidiary in connection with any sale, transfer, lease or other
disposition of any asset, Holdings or any Subsidiary would be required by the terms of the
Subordinated Note Documents to make an offer to purchase any Subordinated Notes, then, prior to the
first day on which such Person would be required to commence such an offer to purchase, Holdings or
the applicable Subsidiary shall (i) prepay Loans in accordance with Section 2.12 or (ii) acquire
assets in a manner that is permitted hereby, in each case in a manner that will eliminate any such
requirement to make such an offer to purchase.



     SECTION 5.16. Thai Approval. (a) Prior to any Subsidiary incorporated or otherwise
organized in Thailand that is not a Loan Party (a “Thai Subsidiary”) becoming a Guarantor pursuant
to the terms of this Agreement, and subject to the Agreed Security Principles, each of Holdings and
the Borrowers will cause the relevant Thai Subsidiary to (i) apply to the Bank of Thailand for
in-principle approval for the remittance of any foreign currency sum from Thailand to the Bank
Secured Parties pursuant to the obligation of payment under Article X, and further, to use
commercially reasonable efforts to obtain such Bank of Thailand approval and provide evidence that
such application has been submitted to the Bank of Thailand seeking its in-principle approval for
such remittance to the Bank Secured Parties and (ii) following receipt of the Bank of Thailand
in-principle approval, apply for a permit under the Alien Business Act of Thailand B.E. 2542 from
the Director-General of the Department of Business Development, Ministry of Commerce of Thailand
(the “Requisite Thai Business Permit”) permitting the Thai Subsidiary to provide a guarantee of the
Bank Obligations under this Agreement; provided that no Thai Subsidiary will be required to accede
to this Agreement in order to become a Guarantor until such time as the Bank of Thailand
in-principle approval and the Thai Business Permit have been received by such Thai Subsidiary.




     (b) Each Guarantor incorporated or otherwise organized in Thailand (each a “Thai
Guarantor”) shall: (A) in respect of each Bank of Thailand in-principle approval received by
such Thai Guarantor, (i) when it is required to remit the foreign currency sum pursuant to its
obligations of payment under Article X, comply with the Bank of Thailand’s requirements set
out in such in-principle approval for obtaining the final approval of the Bank of Thailand for
the remittance of such sum (to the full amount of its guarantee obligations), within the time
limits specified by the Bank of Thailand (if any); (ii) if such in-principle approval has an
expiry date,



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apply for the renewal or extension of such approval prior to the expiry date of
such approval, so long as any of the obligations under the Loan Documents are outstanding; and
(iii) comply with the conditions set out in final approval (if any) to allow such Thai
Guarantor to remit the approved foreign currency sum (to the fullest extent) for the payment
under Article X and (B) in respect of the Requisite Thai Business Permit, the existing permit
which has been obtained by the Existing Thai Guarantor (as defined in Section 4 of Schedule
10.03) or any other permit received by such Thai Guarantor and issued by the Director-General
of the Department of Business Development, Ministry of Commerce of Thailand under the Alien
Business Act of Thailand B.E. 2542 (as relevant) (collectively referred to as the “Thai
Business Permits”), comply with all and any conditions, limitations, restrictions or other
requirements set out in the terms of each of the applicable Thai Business Permits.



     SECTION 5.17. German Domination Agreements. Each Loan Party organized in Germany (a “German
Loan Party”) and each other Loan Party that is party to a Domination Agreement shall (a) to the
extent not prohibited by applicable law, comply with such Domination Agreement and do all that is
necessary to maintain the Domination Agreements in full force and effect, provided that, (i) with
respect to any Domination Agreements other than any Domination Agreements with SIG Euro Holding AG
& Co KGaA as dominated entity (beherrschtes Unternehmen), such Domination Agreement may be
terminated (x) in connection with a transaction permitted by Section 6.05 of this Agreement
involving a German Loan Party that is a dominated entity (beherrschtes Unternehmen) under a
Domination Agreement that leads to such German Loan Party ceasing to be a Loan Party, or (y) if a
replacement domination agreement reasonably acceptable to the Administrative Agent will be executed
and filed for registration concurrently with the termination thereof or (z) as otherwise permitted
by the Administrative Agent, and (ii) with respect to any Domination Agreement with SIG Euro
Holding AG & Co KGaA as dominated entity (beherrschtes Unternehmen), such Domination Agreement may
be terminated (x) to the extent SIG Euro Holding AG & Co KGaA has changed its corporate legal form
into that of a German limited liability company (Gesellschaft mit beschränkter Haftung) or limited
partnership pursuant (Kommanditgesellschaft), if a replacement domination agreement reasonably
acceptable to the Administrative Agent will be executed and filed for registration concurrently
with the termination thereof provided, or (y) as otherwise permitted by the Administrative Agent;
and (b) provide the Administrative Agent with at least ten days, but in the case of any Domination
Agreement with SIG Euro Holding AG & Co KGaA as dominated entity
(beherrschtes Unternehmen) at least six weeks, prior written notice of any intention to cancel
any Domination Agreement, unless such cancellation is permitted under clause (a) of this Section
5.17.



ARTICLE VI




Negative Covenants



     Each of Holdings and (other than with respect to Section 6.15) the Borrowers covenants and
agrees with each Lender that, so long as this Agreement shall remain in



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effect and until the
Commitments have been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts (other than indemnification and contingent obligations for which no claim
has been made) payable under any Loan Document have been paid in full and all Letters of Credit
have been cancelled or have expired (unless cash collateralized or backstopped in a manner
reasonably satisfactory to the Administrative Agent) and all amounts drawn thereunder have been
reimbursed in full, unless the Required Lenders shall otherwise consent in writing, none of
Holdings or any Borrower will, and each will cause the Material Subsidiaries not to:




     SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist any Indebtedness,
except:




     (a) Indebtedness existing on the Second Restatement Date and set forth in Schedule 6.01;




     (b) Indebtedness created hereunder and under the other Loan Documents;




     (c) intercompany Indebtedness of Holdings and the Subsidiaries to the extent permitted
by Section 6.04(c) so long as, at all times after the date that is 90 days after the Closing
Date (or such later date as the Administrative Agent may permit), any such Indebtedness owed
by a Loan Party to a Subsidiary that is not a Loan Party that is in excess of $10,000,000 is
subordinated in right of payment to the Bank Obligations pursuant to an Affiliate
Subordination Agreement (or in another manner acceptable to the Administrative Agent);




     (d) Indebtedness of Holdings or any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets; provided that (i) such
Indebtedness is incurred prior to or within 90 days after such acquisition or the completion
of such construction or improvement and (ii) the aggregate principal amount of Indebtedness
permitted by this Section 6.01(d), when combined with the aggregate principal amount of all
Capital Lease Obligations incurred pursuant to Section 6.01(e) and Indebtedness incurred
pursuant to Section 6.01(f), shall not exceed $250,000,000 at any time outstanding;




     (e) Capital Lease Obligations in an aggregate principal amount, when combined with the
aggregate principal amount of all Indebtedness incurred pursuant
to Section 6.01(d) and Section 6.01(f), shall not exceed $250,000,000 at any time
outstanding;




     (f) Indebtedness assumed in connection with the acquisition of any fixed or capital
assets or secured by a Lien on any such assets prior to the acquisition thereof, in each case
in an aggregate principal amount, when combined with the aggregate principal amount of all
Indebtedness incurred pursuant to Section 6.01(d) and Capital Lease Obligations under Section
6.01(e), shall not exceed $250,000,000 at any time outstanding;



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     (g) Indebtedness under performance bonds, bid and appeal bonds and completion
guarantees or with respect to workers’ compensation claims, in each case incurred in the
ordinary course of business;




     (h) Indebtedness incurred under any local working capital facilities in an aggregate
principal amount not to exceed €300,000,000 at any time outstanding, provided that the
aggregate principal amount of Indebtedness incurred under the Local Facilities shall not
exceed €200,000,000 at any time outstanding;




     (i) Indebtedness of any Person that becomes a Subsidiary after the Closing Date;
provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is
not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii)
immediately before and after such Person becomes a Subsidiary, no Default or Event of Default
shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness
permitted by this Section 6.01(i) shall not exceed $150,000,000 at any time outstanding (or,
if greater, the maximum principal amount that, at the time of the incurrence thereof and after
giving effect thereto, would not cause the Senior Secured Leverage Ratio to exceed 3.0 to
1.0);




     (j) Indebtedness in respect of Hedging Agreements incurred in the ordinary course of
business and consistent with prudent business practices;




     (k) (i) The Senior Secured Notes described in clauses (a), (b) and (c) of the definition
thereof, (ii) the Senior Unsecured Notes described in clauses (a), (b) and (c) of the
definition thereof and (iii) the Subordinated Notes;




     (l) Senior Secured Notes; provided that at the time of such incurrence and after giving
effect thereto, (i) the Senior Secured Leverage Ratio would not exceed 3.5 to 1.0 and (ii)
both before and after giving effect to such incurrence, no Default or Event of Default shall
have occurred and be continuing;




     (m) Senior Secured Notes and Senior Unsecured Notes; provided that at the time of such
incurrence and after giving effect thereto, (i) such Indebtedness (whether or not in the form
of Senior Secured Notes) complies with clauses (d)(i) and (d)(ii) of the definition of the
term “Senior Secured Notes”, (ii) at the time of
issuance the principal amount of such Indebtedness does not exceed the Incremental
Facility Amount, (iii) Holdings shall be in Pro Forma Compliance, (iv) the secured parties, if
any, thereunder (or an authorized representative thereof) shall have become a party to each
Intercreditor Agreement and (v) both before and after giving effect to such incurrence, no
Default or Event of Default shall have occurred and be continuing;




     (n) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of,
joint ventures so long as the aggregate principal amount incurred pursuant to this paragraph
(n) after the Second Restatement Date, when combined with the aggregate outstanding amounts
invested, loaned or advanced pursuant to



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Section 6.04(j) after the Second Restatement Date,
does not exceed $300,000,000 at any time outstanding (or, if greater at the time of incurrence
thereof, 1.0% of Consolidated Total Assets (calculated on a pro forma basis) at such time);




     (o) Guarantees by Holdings of Indebtedness of any Subsidiary and by any Subsidiary
(other than BP II) of any Indebtedness of Holdings or any other Subsidiary; provided that (i)
Guarantees of any Indebtedness by any Loan Party of any Subsidiary that is not a Loan Party
shall be subject to Section 6.04 and (ii) Guarantees of Indebtedness by any Subsidiary that is
not a Loan Party shall only be permitted if the borrower of such Indebtedness is organized in
the same jurisdiction as such Subsidiary providing such Guarantee;




     (p) (i) Cash Management Obligations with respect to Cash Management Services not to
exceed $200,000,000 at any time outstanding (it being understood that any Indebtedness
outstanding under intra-day settlement accounts at the end of the day shall be treated as an
incurrence of Indebtedness for purposes of, and be subject to the restrictions contained in,
this Section 6.01) and (ii) obligations with respect to Cash Management Services entered into
in the ordinary course of business;




     (q) Indebtedness of Holdings or the Subsidiaries consisting of obligations (including
guarantees thereof) to repurchase equipment sold to customers or third party leasing companies
pursuant to the terms of sale of such equipment in the ordinary course of business;




     (r) Indebtedness incurred in connection with the Company Post-Closing Reorganization
and set forth in Schedule 6.01(r);




     (s) Indebtedness representing deferred compensation or other similar arrangements to
employees and directors of Holdings or any of the Subsidiaries incurred in the ordinary course
of business or in connection with an acquisition or any other investment permitted pursuant to
Section 6.04 (including as a result of the cancellation or vesting of outstanding options and
other equity based awards in connection therewith);




     (t) Indebtedness representing obligations arising under agreements of Holdings or a
Subsidiary providing for indemnification, adjustment of purchase price or other post-closing
payment adjustments, including wholly contingent earn-outs and other similar arrangements, in
each case incurred in connection with an investment permitted under Section 6.04 or a
Permitted Acquisition or a permitted disposition;




     (u) Indebtedness consisting of Subordinated Indebtedness issued by Holdings or any
Subsidiary to current or former officers, directors and employees thereof or any Parent
Company thereof, their respective estates, spouses or former spouses, in each case to finance
the purchase or redemption of Equity Interests of



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Holdings or any Parent Company to the extent
described in clause (iii) of Section 6.06(a);




     (v) Indebtedness consisting of Subordinated Shareholder Loans;




     (w) unsecured Indebtedness of Holdings or any Subsidiary (other than any Designated
Excluded Subsidiary and its subsidiaries, for so long as such Designated Excluded Subsidiary
is an Excluded Subsidiary); provided that at the time thereof and after giving effect thereto,
(i) Holdings shall be in Pro Forma Compliance, (ii) both before and after giving effect to
such incurrence, no Default or Event of Default shall have occurred and be continuing, and
(iii) if such Indebtedness constitutes Subordinated Indebtedness, the subordination provisions
relating thereto are reasonably satisfactory to the Administrative Agent;




     (x) unsecured subordinated Indebtedness of any Loan Party; provided that at the time
thereof and after giving effect thereto, (i) Holdings shall be in Pro Forma Compliance, (ii)
both before and after giving effect to such incurrence, no Default or Event of Default shall
have occurred and be continuing, and (iii) the subordinations provisions relating thereto are
reasonably satisfactory to the Administrative Agent;




     (y) Indebtedness in respect of any Permitted Receivables Financing;




     (z) other Indebtedness of Holdings or any Subsidiary in an aggregate principal amount
not exceeding $250,000,000 at any time outstanding; provided that the aggregate amount of
Indebtedness incurred under this clause (z) by Designated Excluded Subsidiaries shall not
exceed $25,000,000 at any time outstanding and shall be unsecured;




     (aa) (i) Indebtedness of Graham Packaging or any of its subsidiaries to RGHI in respect
of Graham Packaging Secured Intercompany Loans and the Guarantees thereof and (ii)
Indebtedness of Graham Packaging or any of its subsidiaries existing on the Graham Packaging
Closing Date; provided that such Indebtedness exists at the time Graham Packaging becomes a
Subsidiary and is not created in contemplation of or in connection with Graham Packaging
becoming a Subsidiary; and




     (bb) any extensions, renewals, refinancings and replacements of the Indebtedness
permitted to be incurred under Sections 6.01(a), (d), (i), (k), (l), (m), (w) and (bb) (the
Indebtedness being extended, renewed, refinanced or replaced being referred to herein as the
“Refinanced Indebtedness”; and the Indebtedness incurred under this Section 6.01(bb) being
referred to herein as “Permitted Refinancing Indebtedness”); provided that (i) the principal
amount of the Permitted Refinancing Indebtedness is not increased (except by an amount equal
to the accrued interest and premium on, or other amounts paid, and fees and expenses incurred,
in connection with such extension, renewal, refinancing or replacement), (ii) (A) if the
Refinanced Indebtedness is in the form of Senior Secured Notes or Senior Unsecured Notes
incurred under Sections 6.01 (l), (m) or (w) (or Permitted



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Refinancing Indebtedness in respect
thereof, including with respect to successive extensions, renewals, refinancings or
replacements thereof), (I) the final maturity date of the Permitted Refinancing Indebtedness
is on or after the earlier of (x) the final maturity date of the Refinanced Indebtedness and
(y) 90 days after the Latest Term Loan Maturity Date and (II) the average life to maturity of
the Permitted Refinancing Indebtedness is greater than or equal to the lesser of (x) the
weighted average life to maturity of the Refinanced Indebtedness and (y) the weighted average
life to maturity of the Class of Term Loans then outstanding with the greatest remaining
weighted average life to maturity and (B) if the Refinanced Indebtedness is not Indebtedness
described under clause (A) above, neither the final maturity nor the weighted average life to
maturity of the Permitted Refinancing Indebtedness is decreased, (iii) if the Refinanced
Indebtedness is in the form of Senior Secured Notes, the Permitted Refinancing Indebtedness
complies with clauses (d)(i), (d)(ii) and (d)(iii) of the definition of the term “Senior
Secured Notes”, (iv) if the Refinanced Indebtedness is subordinated to the Bank Obligations,
the Permitted Refinancing Indebtedness is subordinated to the Bank Obligations on terms no
less favorable to the Lenders, (v) if the Refinanced Indebtedness consists of Graham
Packaging Notes, the Permitted Refinancing Indebtedness may be incurred by any Loan Party and
shall not prevent, condition or limit Graham Packaging and its subsidiaries from becoming Loan
Parties or granting security interests pursuant to Section 5.12 and (vi) the obligors in
respect of the Refinanced Indebtedness remain the only obligors on the Permitted Refinancing
Indebtedness (unless each such subsequent obligor is a Loan Party).



     SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien on any property or
assets (including Equity Interests or other securities of any Person, including any Subsidiary) now
owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof,
except:




     (a) Liens on property or assets of Holdings and the Subsidiaries existing on the Second
Restatement Date and set forth in Schedule 6.02; provided that such Liens shall secure only
those obligations which they secure on the Second Restatement Date (including the Subordinated
Notes) and extensions, renewals, refinancings, and replacements thereof permitted hereunder;




     (b) any Lien created under the Loan Documents to secure the Obligations;




     (c) any Lien existing on any property or asset prior to the acquisition thereof by
Holdings or any Subsidiary or existing on any property or assets or shares of stock of any
Person that becomes a Subsidiary after the Second Restatement Date prior to the time such
Person becomes such a Subsidiary, as the case may be; provided that (i) such Lien is not
created in contemplation of or in connection with such acquisition or such Person becoming a
Subsidiary, (ii) such Lien does not apply to any other property or assets of Holdings or any
Subsidiary (other than proceeds thereof) and (iii) such Lien secures only those obligations
which it secures on the date of such acquisition or the date such Person becomes a Subsidiary,
as the case may be and any extensions, renewals, refinancings or replacements thereof that do




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not increase the outstanding principal amount thereof (except by an amount equal to the
premium or other amounts paid, and fees and expenses incurred, in connection with such
extension, renewal, refinancing or replacement);




     (d) Liens for taxes not yet due or which are being contested in compliance with Section
5.03;




     (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business and securing obligations that are not overdue
for a period of more than 60 days or which are being contested in compliance with Section
5.03;




     (f) pledges and deposits made in the ordinary course of business in compliance with
workmen’s compensation, unemployment insurance and other social security laws or regulations;




     (g) deposits and other Liens to secure the performance of bids, trade contracts (other
than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like nature incurred in
the ordinary course of business;




     (h) zoning restrictions, easements, rights-of-way, restrictions on use of real property
and other similar encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount and do not materially detract from the value of the
property subject thereto or interfere with the ordinary conduct of the business of any
Borrower or any of the Subsidiaries;




     (i) purchase money security interests in real property, improvements thereto or
equipment hereafter acquired (or, in the case of improvements, constructed) by Holdings or any
Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section
6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is
created, within 90 days after such acquisition (or construction), (iii) the Indebtedness
secured thereby does not exceed the lesser of the cost or the fair market value of such real
property, improvements or equipment at
the time of such acquisition (or construction) and (iv) such security interests do not
apply to any other property or assets of Holdings or any Subsidiary (other than proceeds
thereof);




     (j) judgment Liens securing judgments not constituting an Event of Default under
Article VII;




     (k) Liens securing Indebtedness or other obligations of Holdings or the Subsidiaries
incurred pursuant to Section 6.01(d), (e), (f), (k)(i), (k)(iii), (l) or (m) (including any
Guarantees in respect thereof) (or, except in the case of clause (k)(iii), Permitted
Refinancing Indebtedness in respect thereof, including with respect to successive extensions,
renewals, refinancings or replacements thereof); provided that (x) in the case of any Liens
securing Indebtedness permitted by Section 6.01(d), (e) or (f) (or Permitted Refinancing
Indebtedness in respect thereof,



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including with respect to successive extensions, renewals,
refinancings or replacements thereof), such Liens do not encumber any property or assets other
than the property or assets financed by such Indebtedness (or the proceeds thereof), (y) in
the case of Liens securing Indebtedness permitted by Section 6.01(k)(i), (l) or (m) (or
Permitted Refinancing Indebtedness in respect thereof, including with respect to successive
extensions, renewals, refinancings or replacements thereof), such Liens do not encumber any
property other than Collateral and (z) in the case of Liens securing Indebtedness permitted by
Section 6.01(k)(iii), such Liens do not encumber any property other than the property
encumbered by such Liens in existence on the Second Restatement Date;




     (l) Liens on the assets of Subsidiaries that are not Loan Parties to secure
Indebtedness (other than Local Facilities) incurred by such Subsidiaries pursuant to Section
6.01(h);




     (m) Liens securing Hedging Agreements permitted hereunder; provided that the fair
market value of the property and assets of Holdings and the Subsidiaries securing the
obligations of Holdings or any Subsidiary in respect of any such Hedging Agreement that are
not Bank Obligations shall not exceed $75,000,000;




     (n) Liens on specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances issued or created for
the account of such Person to facilitate the purchase, shipment or storage of such inventory
or other goods;




     (o) leases, subleases, licenses and sublicenses of real property which do not
materially interfere with the ordinary conduct of the business of Holdings or the
Subsidiaries;




     (p) Liens in favor of any Loan Party;




     (q) deposits made in the ordinary course of business to secure liability to insurance
carriers;




     (r) grants of software and other technology and intellectual property licenses in the
ordinary course of business;




     (s) Liens on equipment of Holdings or any Subsidiary granted in the ordinary course of
business to Holdings’ or any such Subsidiary’s client at which location such equipment is
located;




     (t) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into in the ordinary course of business;




     (u) Liens arising by virtue of any statutory, common law or contractual provisions
relating to banker’s liens, rights of set off or similar rights and remedies as to deposit
accounts or other funds maintained with a depository or financial



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institution, including any
lien arising under the general terms and conditions of banks or Sparkassen (Allgemeine
Geschäftsbedingungen der Banken oder Sparkassen), with whom a Loan Party or any Subsidiary of
a Loan Party maintains a banking relationship in the ordinary course of business;




     (v) any encumbrance or restriction (including put and call arrangements) with respect
to Equity Interests of any joint venture or similar arrangement pursuant to any joint venture
or similar agreement;




     (w) Liens arising from Uniform Commercial Code filings (or the non-US equivalent
thereof) regarding operating leases entered into by Holdings and the Subsidiaries in the
ordinary course of business;




     (x) Liens on securities that are the subject of repurchase agreements constituting
Investments permitted by Section 6.04;




     (y) Liens on property or assets under construction (and related rights) in favor of a
contractor or developer or arising from progress or partial payments by a third party relating
to such property or assets prior to completion;




     (z) Liens arising in connection with any sale or other disposition of assets; provided
that such Liens do not at any time encumber any assets other than the assets to be sold or
disposed of;




     (aa) Liens that are created or provided for by (i) a transfer of an account receivable
or chattel paper or (ii) a commercial consignment that in each case does not secure payment or
performance of an obligation;




     (bb) in the case of jurisdictions other than the United States, any Liens (other than
Liens securing Indebtedness for borrowed money) arising by operation of law;




     (cc) Liens on Securitization Assets, and any other assets of any Securitization
Subsidiary, in each case securing any Permitted Receivables Financing;




     (dd) other Liens securing liabilities in an aggregate amount not to exceed $150,000,000
at any time outstanding; and




     (ee) a deemed security interest, as described in section 17(1)(b) of the Personal
Property Securities Act 1999 (NZ), which does not secure Indebtedness or performance of an
obligation.



     SECTION 6.03. Sale and Lease-Back Transactions. Enter into any arrangement, directly or
indirectly, with any Person whereby it shall sell or transfer any property, real or personal, used
or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property which it intends to use for substantially the same purpose or
purposes as the property being sold or



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transferred unless (a) the sale or transfer of such property
is permitted by Section 6.05 and (b) any Capital Lease Obligations or Liens arising in connection
therewith are permitted by Sections 6.01 and 6.02, as the case may be.



     SECTION 6.04. Investments, Loans and Advances. Purchase, hold or acquire any Equity
Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or
advances to, or make or permit to exist any investment or any other interest in, any other Person,
except:




     (a) (i) investments by Holdings and the Subsidiaries existing on the Second Restatement
Date in the Equity Interests of Holdings and the Subsidiaries and (ii) additional investments
by Holdings and the Subsidiaries in the Equity Interests of Holdings, the Subsidiaries and the
Escrow Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party shall be
pledged pursuant to a Collateral Agreement or another Security Document (subject to Agreed
Security Principles), (B) the aggregate amount of investments, loans and advances by Loan
Parties to Escrow Subsidiaries shall not exceed the amount reasonably determined by Holdings
to be the amount such Escrow Subsidiary would be required to pay in respect of accrued
interest, accreted original issue discount, premium, fees and expenses in the event that the
related Permitted Acquisition is not consummated at the applicable Escrow Release Effective
Time and (C) the aggregate outstanding amount of investments by Loan Parties in, and loans and
advances by Loan Parties to, Escrow Subsidiaries and Subsidiaries of Holdings that are not
Loan Parties made after the Second Restatement Date (determined without regard to any
write-downs or write-offs of such investments, loans and advances, and excluding Graham
Packaging Secured Intercompany Loans) shall not exceed (at the time such
investment, loan or advance is made) the greater of (x) $300,000,000 (it being understood
that any investment, loan and advance subject to this proviso shall no longer be deemed to be
outstanding if the Escrow Subsidiary or Subsidiary that received such investment, loan or
advance subsequently becomes, or is merged into, amalgamated or consolidated with, a Loan
Party) and (y) 10% of Consolidated EBITDA as of the most recently completed period of four
consecutive fiscal quarters for which the financial statements and certificates required by
Sections 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered or for which
comparable financial statements have been filed with the Securities and Exchange Commission;




     (b) Permitted Investments;




     (c) loans or advances made by Holdings to any Subsidiary or by any Subsidiary to
Holdings or another Subsidiary; provided that (i) such loans and advances shall be
subordinated to the Obligations to the extent required by Section 6.01(c) and (ii) the amount
of such loans and advances made after the Second Restatement Date by Loan Parties to
Subsidiaries that are not Loan Parties and outstanding at any time shall be subject to the
limitation set forth in clause (a) above;



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     (d) investments received in connection with the bankruptcy or reorganization of, or
settlement of delinquent accounts and disputes with, customers and suppliers, in each case in
the ordinary course of business;




     (e) Holdings and the Subsidiaries may make loans and advances in the ordinary course of
business to their respective employees, directors, officers and consultants so long as the
aggregate principal amount thereof at any time outstanding (determined without regard to any
write-downs or write-offs of such loans and advances) shall not exceed $25,000,000;




     (f) Holdings and the Subsidiaries may enter into Hedging Agreements that are permitted
under Section 6.01(j);




     (g) investments resulting from Letters of Credit issued pursuant to Section 2.22 and
guarantees (other than in respect of Indebtedness) for the account of Wholly Owned
Subsidiaries of Holdings that are not Loan Parties;




     (h) Holdings and the Subsidiaries (other than any Designated Excluded Subsidiary and
its subsidiaries, for so long as such Designated Excluded Subsidiary is an Excluded
Subsidiary) may acquire all or substantially all the assets of a Person or division, product
line or line of business of such Person, or not less than 80% of the Equity Interests (other
than directors’ qualifying shares) of a Person (referred to herein as the “Acquired Entity”),
or, in connection with a tender offer or similar multi-step acquisition, such lesser
percentage (but not less than a majority of the voting Equity Interests) if Holdings has
publicly stated its intention to acquire,
directly or indirectly, not less than 80% of the Equity Interests (other than directors’
qualifying shares) of such Acquired Entity at the end of such process; provided that (i) the
Acquired Entity shall be in a Similar Business; and (ii) at the time of such transaction (A)
both before and after giving effect thereto, no Default or Event of Default shall have
occurred and be continuing; (B) Holdings would be in Pro Forma Compliance; (C) after giving
effect to such acquisition, there must be at least $50,000,000 of unused and available
Revolving Credit Commitments; (D) Holdings shall have delivered a certificate of a Financial
Officer, certifying as to the foregoing and containing reasonably detailed calculations in
support thereof, in form and substance reasonably satisfactory to the Administrative Agent;
and (E) subject to the Agreed Security Principles, Holdings shall comply, and shall cause the
Acquired Entity to comply, with the applicable provisions of Section 5.12 and the Loan
Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section
6.04(h) being referred to herein as a “Permitted Acquisition”);




     (i) Holdings and the Subsidiaries (other than any Designated Excluded Subsidiary and
its subsidiaries, for so long as such Designated Excluded Subsidiary is an Excluded
Subsidiary) may acquire any Acquired Entity for aggregate consideration (including the
aggregate principal amount of all assumed Indebtedness) not to exceed $100,000,000 per annum,
provided that (i) any amount that is not used in a given year (less any amount carried forward
to such year) since the Closing Date may be carried forward to the subsequent year, (ii) both
before and



121









 






after giving effect thereto, no Default or Event of Default shall have occurred and
be continuing and (iii) subject to the Agreed Security Principles, Holdings shall comply, and
shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.12 and
the Loan Documents.




     (j) acquisitions of, investments in, and loans and advances to, joint ventures so long
as the aggregate outstanding amount invested, loaned or advanced after the Second Restatement
Date pursuant to this paragraph (j) (determined without regard to any write-downs or
write-offs of such investments, loans or advances), together with the outstanding aggregate
principal amount of Indebtedness incurred after the Second Restatement Date under Section
6.01(n), does not exceed $300,000,000 at any time outstanding (or, if greater at the time
thereof, 1.0% of Consolidated Total Assets (calculated on a pro forma basis) as such time);




     (k) investments in connection with the Transactions and the Company Post-Closing
Reorganization;




     (l) investments existing on the Second Restatement Date or made pursuant to binding
commitments in effect on the Second Restatement Date and, in each case, set forth on Schedule
6.04(l);




     (m) investments the payment for which consists of Equity Interests or Subordinated
Shareholder Loans of Holdings (other than Disqualified Stock) or any Parent Company, as
applicable;




     (n) investments consisting of the licensing or contribution of intellectual property
pursuant to joint marketing arrangements with other Persons;




     (o) investments of any Person existing, or made pursuant to binding commitments in
effect, at the time such Person becomes a Subsidiary or consolidates or merges with Holdings
or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as
such investments and commitments were not made in contemplation of such Person becoming a
Subsidiary or of such consolidation or merger;




     (p) pledges or deposits (x) with respect to leases or utilities provided to third
parties in the ordinary course of business or (y) that are otherwise permitted under Section
6.02 or made in connection with a Lien permitted by Section 6.02;




     (q) investments, loans and advances by the Borrowers and the Subsidiaries in an amount
not to exceed the Available Amount;




     (r) investments arising directly out of the receipt of non-cash consideration for any
Asset Sale permitted pursuant to Section 6.05;




     (s) investments in, and loans and advances to, Securitization Subsidiaries in
accordance with any Permitted Receivables Financing Documents;




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     (t) in addition to investments permitted by paragraphs (a) through (s) above,
additional investments, loans and advances by the Borrowers and the Subsidiaries so long as
the aggregate outstanding amount invested, loaned or advanced pursuant to this paragraph (t)
(determined without regard to any write-downs or write-offs of such investments, loans and
advances) does not exceed (at the time such investment, loan or advance is made) the greater
of (i) $300,000,000 and (ii) 10% of Consolidated EBITDA as of the most recently completed
period of four consecutive fiscal quarters for which the financial statements and certificates
required by Sections 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered
or for which comparable financial statements have been filed with the Securities and Exchange
Commission;




     (u) other investments by any Subsidiary to another Subsidiary resulting from an Asset
Sale permitted under Section 6.05 or other dispositions permitted hereunder; provided that the
amount of such investments made after the Second Restatement Date resulting from Asset Sales
by Loan Parties to Subsidiaries that are not Loan Parties, based on the fair market value of
the assets or property sold (as determined reasonably and in good faith by a Financial Officer
of Holdings and without regard to any write-downs or write-offs of such investments) shall be
subject to the limitation set forth in clause (a) above;




     (v) investments arising as the result of payments permitted pursuant to Sections
2.12(b) and 6.09;




     (w) loans or advances that are Graham Packaging Secured Intercompany Loans; and




     (x) if the Graham Packaging Closing Date occurs, additional investments, loans and
advances by the Borrowers and the Subsidiaries to Graham Packaging or any of its subsidiaries;
provided that the proceeds of such investments, loans or advances are used solely for the
purpose of redeeming, repurchasing or otherwise retiring the Graham Packaging Notes (or paying
any fees or expenses in connection therewith).



     It is further understood and agreed that for purposes of determining the value of any
investment, loan or advance outstanding for purposes of this Section 6.04, such amount shall deemed
to be the amount of such investment, loan or advance when made, purchased or acquired less any
returns of principal or capital thereon (not to exceed the original amount invested).



     SECTION 6.05. Mergers, Consolidations and Sales of Assets. (a) Merge into, amalgamate or
consolidate with any other Person, or permit any other Person to merge into or consolidate with it,
or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) all or substantially all the assets (whether now owned or hereafter acquired) of
Holdings and the Subsidiaries, taken as a whole, except that (i) the Transactions and the Company
Post-Closing Reorganization shall be
permitted and (ii) if at the time thereof and immediately after giving effect thereto no



123









 




Event
of Default or Default shall have occurred and be continuing (A) any Person may merge into,
amalgamate with or consolidate with any Borrower in a transaction in which such Borrower is the
surviving corporation, (B) any Person may merge into, amalgamate with or consolidate with any
Subsidiary in a transaction in which the surviving entity is a Subsidiary (provided that if any
party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a
Loan Party), (C) any Subsidiary (other than any Borrower) may merge into, amalgamate with or
consolidate with any other Person in order to effect a Permitted Acquisition or other acquisition
permitted by Section 6.04 and (D) any Subsidiary (other than any Borrower) may liquidate or
dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge, amalgamate
or consolidate as contemplated in the Transactions or the Company Post-Closing Reorganization or if
such transaction is not adverse to the Lenders in any material respect and if Holdings determines
in good faith that such liquidation or dissolution, merger, amalgamation or consolidation is in the
best interest of Holdings and the Subsidiaries, taken as a whole.





     (b) Make any Asset Sale otherwise permitted under paragraph (a) above (other than any
Non-Consensual Asset Sale, as to which this paragraph (b) shall not apply) unless (i) such
Asset Sale is for consideration at least 75% of which is cash and such consideration is at
least equal to the fair market value of the assets being sold, transferred, leased or disposed
of and (ii) the fair market value of all assets sold, transferred, leased or disposed of
pursuant to this paragraph (b) (other than the sale of any property in a sale-leaseback
transaction permitted by Section 6.03, any Specified Asset Sale and the transfer or other
disposition of Non-Strategic Land) shall not exceed $250,000,000 per fiscal year, provided
that such amount shall be increased by (x) the unused amount for the immediately preceding
fiscal year less (y) the unused amount carried forward to such preceding fiscal year.



     SECTION 6.06. Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree
to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any
Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so;
provided, however, that:




     (i) any Subsidiary of Holdings may declare and pay dividends or make other Restricted
Payments ratably to its equity holders,




     (ii) (a) Holdings and any Subsidiary may pay or make dividends or distributions to any
holder of its Qualified Capital Stock in the form of additional shares of Qualified Capital
Stock of the same class, and may exchange one class or type of
Qualified Capital Stock with shares of another class or type of Qualified Capital Stock and (b) Holdings may make
distributions and payments to any Parent Company, Permitted Investor or Affiliate thereof
holding Subordinated Shareholder Loans in the form of additional Subordinated Shareholder
Loans, and may capitalize the interest on its Subordinated Shareholder Loans;




     (iii) Holdings may make Restricted Payments to pay for the purchase, repurchase,
retirement, defeasance, redemption or other acquisition for value of Equity Interests of
Holdings, or any Parent Company held by any future, present



124









 






or former employee, director or
consultant of Holdings or any Parent Company or any Subsidiary of Holdings pursuant to any
management equity plan or stock option plan or any other management or employee benefit
plan or other agreement or arrangement; provided that the aggregate Restricted Payments
made under this clause (iii) after the Second Restatement Date do not exceed $25,000,000 in
any calendar year (with unused amounts in any calendar year being permitted to be carried
over for the two succeeding calendar years subject to a maximum payment of $50,000,000 in
any calendar year);




     (iv) Holdings may make Restricted Payments to any Parent Company in amounts required
for such Parent Company to pay national, state or local income taxes (as the case may be)
imposed directly on such Parent Company to the extent such income taxes are attributable to
the income of Holdings and its Subsidiaries (including, without limitation, by virtue of
such Parent Company being the common parent of a consolidated or combined tax group of
which Holdings or its Subsidiaries are members); provided, however, that in no event shall
Holdings make Restricted Payments pursuant to this Section 6.06(a)(iv) in an amount greater
than the amount Holdings would pay on such income to a taxing authority were such income
taxes to be computed for Holdings and its Subsidiaries on a separate return basis (taking
into account tax attributes from prior years);




     (v) Holdings may make Restricted Payments (A) in amounts required for any Parent
Company, if applicable, to pay fees and expenses (including franchise or similar taxes)
required to maintain its corporate existence, customary salary, bonus and other benefits
payable to, and indemnities provided on behalf of, officers, directors and employees of any
Parent Company, if applicable, and general corporate operating and overhead expenses
(including compliance and reporting expenses) of any Parent Company, if applicable, in each
case to the extent such fees and expenses are attributable to the ownership or operation of
Holdings, if applicable, and their respective Subsidiaries; provided, that for so long as
such Parent Company owns no material assets other than Equity Interests in Holdings or any
Parent Company, such fees and expenses shall be deemed for purposes of this clause (A) to
be attributable to such ownership or operation and (B) in amounts required for any Parent
Company to pay fees and expenses, other than to Affiliates of Holdings, related to any
unsuccessful equity or debt offering of such Parent Company; and provided further that such
amounts reduce Consolidated Net Income pursuant to the definition of such term;




     (vi) repurchases of Equity Interests deemed to occur upon exercise of stock options or
warrants if such Equity Interests represent a portion of the exercise price of such options
or warrants;




     (vii) Restricted Payments by Holdings or any Subsidiary to allow the payment of cash
in lieu of the issuance of fractional shares upon the exercise of options or warrants or
upon the conversion or exchange of Equity Interests of any such Person;



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     (viii) after a Qualified Public Offering, Holdings may pay dividends and make
distributions to any Parent Company, so that such Parent Company can pay dividends and make
distributions to, or repurchase or redeem its Equity Interests from, its equity holders in
an amount generating a 3.00% annual yield payable to all equity holders (such yield to be
determined based on the initial public offering price of the Equity Interests sold in such
Qualified Public Offering); provided that (x) both before and after giving effect thereto,
no Default or Event of Default shall have occurred and be continuing and (y) after giving
pro forma effect to such transaction and to any other event occurring after such period as
to which pro forma recalculation is appropriate (including any other transaction described
in Sections 6.04(h) and 6.04(i) occurring after such period) as if such transaction had
occurred as of the first day of such period, Holdings would be in Pro Forma Compliance;




     (ix) Holdings may make Restricted Payments, in an aggregate amount not to exceed the
Available Amount, provided that (x) both before and after giving effect thereto, no Default
or Event of Default shall have occurred and be continuing and (y) after giving pro forma
effect to such transaction and to any other event occurring after such period as to which
pro forma recalculation is appropriate (including any other transaction described in
Sections 6.04(h) and 6.04(i) occurring after such period) as if such transaction had
occurred as of the first day of such period, Holdings would be in Pro Forma Compliance;




     (x) Holdings may make Restricted Payments in an amount equal to proceeds received in
connection with any sale, transfer or other disposition of Non-Strategic Land, provided
that the aggregate amount of Restricted Payments made pursuant to this clause (x) shall not
exceed €25,000,000;




     (xi) Holdings may make Restricted Payments to pay annual management, consulting,
monitoring and advisory fees to a Parent Company in an aggregate amount in any fiscal year
not to exceed 1.5% of Consolidated EBITDA of Holdings for the immediately preceding fiscal
year for which the financial statements and certificates required by Sections 5.04(a) have
been delivered or for which comparable financial statements have been filed with the
Securities and Exchange Commission, plus out-of-pocket expense reimbursement, provided that
both before and after giving effect thereto, no Default or Event of Default shall have
occurred and be continuing; and




     (xii) Holdings may make Restricted Payments to consummate or fund the Transactions and
the Company Post-Closing Reorganization (including as a result of the cancellation or
vesting of outstanding options and other equity-based
awards in connection therewith) and pay fees and expenses incurred in connection with
the Transactions and the Company Post-Closing Reorganization (including fees and expenses
incurred by any Parent Company).




     (b) Enter into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (i) the ability of Holdings or



126









 






any
Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to
secure the Bank Obligations, or (ii) the ability of any Subsidiary to pay dividends or other
distributions with respect to any of its Equity Interests or to make or repay loans or
advances to Holdings or any Subsidiary or to Guarantee Indebtedness of Holdings or any
Subsidiary, except in each case for such encumbrances or restrictions existing under or by
reason of:




     (1) contractual encumbrances or restrictions in effect on the Second Restatement Date
and set forth on Schedule 6.06(b);




     (2) the Loan Documents, the Senior Secured Note Documents with respect to Senior
Secured Notes outstanding on the Second Restatement Date, the Senior Unsecured Note
Documents with respect to Senior Unsecured Notes outstanding on the Second Restatement
Date, the Subordinated Note Documents and the Intercreditor Agreements;




     (3) applicable law or any applicable rule, regulation or order;




     (4) any agreement or other instrument (in each case other than the Graham Packaging
Note Documents) of a Person acquired by Holdings or any Subsidiary which was in existence
at the time of such acquisition (but not created in contemplation thereof or to provide all
or any portion of the funds or credit support utilized to consummate such acquisition),
which encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person and its Subsidiaries, or the property or assets
of the Person and its Subsidiaries, so acquired;




     (5) customary provisions in joint venture agreements relating solely to such joint
venture;




     (6) Capitalized Lease Obligations and purchase money obligations for property
acquired in the ordinary course of business, provided that such encumbrances and
restrictions do not apply to any property or assets other than the property or assets
financed by such Capitalized Lease Obligations and purchase money obligations;




     (7) customary provisions contained in leases (other than financing or similar
leases), licenses and other similar agreements entered into in the ordinary course of
business, provided that such encumbrances and restrictions only apply
to the property or assets that are the subject of such leases, licenses and
agreements;




     (8) contracts or agreements for the sale of assets, provided that such encumbrances
and restrictions only apply to any property or assets that are the subject of such
contracts and agreements;




     (9) any encumbrance or restriction arising under a local working capital facility
permitted by Section 6.01;



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     (10) any encumbrance or restriction arising pursuant to an agreement or instrument
relating to any Indebtedness permitted to be incurred subsequent to the Second Restatement
Date permitted by Section 6.01 if the encumbrances and restrictions contained in any such
agreement or instrument taken as a whole are not materially less favorable to the Lenders
than the encumbrances and restrictions contained in the Loan Documents, the Senior Secured
Note Documents with respect to the Senior Secured Notes described in clauses (a), (b) or
(c) of the definition of “Senior Secured Notes”, the Senior Unsecured Note Documents with
respect to the Senior Unsecured Notes described in clauses (a), (b) or (c) of the
definition of “Senior Unsecured Notes” or in the Subordinated Note Documents;




     (11) any customary restrictions and conditions contained in agreements relating to
any Permitted Receivables Financing; provided such restrictions and conditions apply solely
to (A) the Securitization Assets involved in such Permitted Receivables Financing and (B)
any applicable Securitization Subsidiary;




     (12) contractual encumbrances and restrictions contained in the Graham Packaging Note
Documents; and




     (13) any encumbrances or restrictions imposed by any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings of
the contracts, instruments or obligations referred to in clauses (1) through (11) above;
provided that the encumbrances and restrictions contained in such amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or
refinancings are, in the good faith judgment of Holdings no more restrictive than those
encumbrances and restrictions in effect immediately prior to such amendment, modification,
restatement, renewal, increase, supplement, refunding, replacement or refinancing.



     SECTION 6.07. Transactions with Affiliates. Sell or transfer any property or assets to, or
purchase or acquire any property or assets from, or otherwise engage in any other transactions
with, any of its Affiliates, except that Holdings or any Subsidiary may engage in any of the
foregoing transactions at prices and on terms and conditions not less
favorable to Holdings or such Subsidiary than could be obtained on an arm’s-length basis from
unrelated third parties, except that the foregoing provisions shall not apply to the following:




     (a) transactions between or among Holdings or any Loan Parties (or an entity that
becomes a Loan Party as a result of such transaction) or between or among Loan Parties and
investments, loans and advances in Escrow Subsidiaries permitted under Section 6.04(a);




     (b) the payments permitted under Section 6.06(a)(xi);



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     (c) the payment of reasonable and customary fees and reimbursement of expenses paid to,
and indemnity provided on behalf of, officers, directors, employees or consultants of Holdings
or any Subsidiary or any direct or indirect parent of Holdings;




     (d) transactions in which Holdings or any Subsidiary, as the case may be, delivers to
the Administrative Agent a letter from an independent investment bank, valuation or accounting
firm of recognized national standing stating that such transaction is fair to Holdings or such
Subsidiary from a financial point of view or meets the requirements of this Section 6.07;




     (e) the execution of the Transactions and the Company Post-Closing Reorganization and
the payment of all fees and expenses, bonuses and awards related to the Transactions and the
Company Post-Closing Reorganization, including fees to the Permitted Investors, that are
described on Schedule 6.07 or contemplated by the Reynolds Acquisition Documents or by any of
the other documents related to the Transactions or the Company Post-Closing Reorganization;




     (f) the formation and maintenance of any consolidated or combined group or subgroup for
tax, accounting or cash pooling or management purposes in the ordinary course of business;




     (g) transactions with Securitization Subsidiaries in connection with any Permitted
Receivables Financing;




     (h) on and after the Graham Packaging Closing Date, transactions with Graham Packaging
and its subsidiaries that are not otherwise prohibited by this Agreement; and




     (i) any transaction with a value of less than $40,000,000.



     SECTION 6.08. Conduct of Business. With respect to each Subsidiary other than BP II, engage
at any time in any business or business activity other than a Similar Business or, in the case of a
Securitization Subsidiary, Permitted Receivables Financings and business activities that are
required by or incidental to such Permitted Receivables Financings.



     SECTION 6.09. Other Indebtedness and Agreements. (a) Permit any waiver, supplement,
modification or amendment of (i) its certificate of incorporation, by-laws, operating, management
or partnership agreement or other organizational documents, (ii) any Senior Secured Note Documents,
Senior Unsecured Note Documents, Subordinated Note Documents or Graham Packaging Secured
Intercompany Loan Documents, in each case to the extent any such waiver, supplement, modification
or amendment would be materially adverse to the Lenders; provided that nothing in this Section
6.09(a) shall prohibit (x) the refinancing, replacement, extension or other similar modification of
any Indebtedness to the extent otherwise permitted by Section 6.01 or (y) supplements to the Graham
Packaging Secured Intercompany Loan Documents to the extent such supplements effect additional
advances thereunder.



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     (b) Make any distribution, whether in cash, property, securities or a combination
thereof, other than regular scheduled payments of principal and interest as and when due (to
the extent not prohibited by applicable subordination provisions), in respect of, or pay, or
commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for
consideration, or set apart any sum for the aforesaid purposes, any Senior Secured Notes,
Senior Unsecured Notes or Subordinated Notes except (A) refinancings of Indebtedness permitted
by Section 6.01, (B) distributions with respect to Senior Secured Notes, to the extent
contemplated by Section 2.13(b), (C) payments financed with the proceeds of Qualified Capital
Stock or Subordinated Shareholder Loans, (D) the payment of secured Indebtedness that becomes
due as a result of the sale or transfer of property or assets securing such Indebtedness, (E)
payments to redeem, repurchase or otherwise retire Senior Secured Notes made within one year
of the final maturity date thereof, (F) payments to redeem, repurchase or otherwise retire the
5.875% notes due 2012 (the “2012 Notes”) issued by Pactiv Corporation pursuant to the
Indenture dated as of September 29, 1999, between Tenneco Packaging Inc. and the Chase
Manhattan Bank, as trustee (the “Pactiv Base Indenture”), as supplemented by the Sixth
Supplemental Indenture with The Bank of New York Trust Company, as trustee, dated as of June
25, 2007, (G) payments, using solely the remaining proceeds of any Senior Secured Notes or
Senior Unsecured Notes incurred in connection with the Pactiv Transactions, to redeem,
repurchase or otherwise retire any of the senior unsecured notes (other than the 2012 Notes)
issued by Pactiv Corporation pursuant to the Pactiv Base Indenture and the supplements thereto
as in effect on the Amendment No. 3 Effective Date, each as amended on or prior to the Pactiv
Closing Date, so long as, in the case of each of clauses (F) and (G), at the time of such
payment, both before and after giving effect thereto, no Default or Event of Default shall
have occurred and be continuing, and (H) payments to redeem, repurchase or otherwise retire
the Graham Packaging Notes.




     (c) Notwithstanding the foregoing, Holdings and the Subsidiaries may expend up to an
amount equal to the Available Amount to pay, redeem, repurchase, retire or otherwise acquire
for value Indebtedness in transactions that would otherwise be prohibited by paragraph (b)
above, in each case so long as (x) at the time of such payment, both before and after giving
effect thereto, no Default or
Event of Default shall have occurred and be continuing and (y) Holdings and the
Subsidiaries would be in Pro Forma Compliance.



     SECTION 6.10. Capital Expenditures. Permit the aggregate amount of Capital Expenditures made
by Holdings and the Subsidiaries in any fiscal year to exceed $900,000,000. The amount of such
permitted Capital Expenditures in respect of any fiscal year commencing with the fiscal year ending
on December 31, 2011, shall be increased by 100% of the amount of unused permitted Capital
Expenditures for the immediately preceding fiscal year less an amount equal to unused Capital
Expenditures carried forward to such preceding fiscal year. In addition, (a) if a Permitted
Acquisition shall have occurred during any fiscal year after the Closing Date, the amount of
Capital Expenditures permitted for such fiscal year and each subsequent fiscal year shall be
increased (pro rated for the period in which such acquisition occurs) by an amount equal



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to 5.00%
of the net revenues of the Acquired Entity or Person acquired pursuant to such Permitted
Acquisition for the period of four consecutive fiscal quarters ended most recently prior to such
acquisition for which financial statements are available and (b) Capital Expenditures may be made
using the Available Amount.




     SECTION 6.11. Interest Coverage Ratio. Permit the Interest Coverage Ratio for any period of
four consecutive fiscal quarters ending during any period set forth below, in each case taken as
one accounting period, as of the last day of such four consecutive fiscal quarter period to be less
than the ratio set forth opposite such date or period below under the heading “Ratio”; provided,
however, if the Graham Packaging Closing Date occurs, the ratio set forth opposite such date or
period below under the heading “Amended Ratio” shall apply:



	 	 	 	 	 
	Date or Period	 	Ratio	 
	October 1, 2010 through December 31, 2011
	 	1.70 to 1.00
	January 1, 2012 through December 31, 2012
	 	 	1.75 to 1.00	 
	January 1, 2013 through December 31, 2013
	 	 	1.80 to 1.00	 
	January 1, 2014 through December 31, 2014
	 	 	1.90 to 1.00	 
	January 1, 2015 through December 31, 2015
	 	 	1.95 to 1.00	 
	Thereafter
	 	 	2.00 to 1.00	 






	 	 	 
	Date or Period	 	Amended Ratio
	the Amended Ratio Date through December 31, 2011

	 	1.60 to 1.00
	January 1, 2012 through December 31, 2012

	 	1.65 to 1.00
	January 1, 2013 through December 31, 2013

	 	1.70 to 1.00
	January 1, 2014 through December 31, 2014

	 	1.75 to 1.00
	January 1, 2015 through December 31, 2015

	 	1.80 to 1.00
	January 1, 2016 through December 31, 2016

	 	1.85 to 1.00
	January 1, 2017 through December 31, 2017

	 	1.90 to 1.00
	Thereafter

	 	1.95 to 1.00






     SECTION 6.12. Maximum Senior Secured Leverage Ratio. Permit the Senior Secured Leverage
Ratio as of the last day of any fiscal quarter to be greater than 4.00 to 1.00.



     SECTION 6.13. Fiscal Year. With respect to Holdings, (a) change its fiscal year-end to a
date other than December 31 or (b) change its accounting principles used for financial reporting;
provided, however, that Holdings may change its accounting principles from IFRS to U.S. GAAP or
from U.S. GAAP to IFRS, in each case upon not less than 30 days prior notice to the Administrative
Agent.



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     SECTION 6.14. Certain Equity Securities. Issue any Equity Interest that is not Qualified
Capital Stock.



     SECTION 6.15. Limitation on Activities of Holdings and BP II. (a) In the case of Holdings
and BP II: conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise
engage in, any business or operations other than (i) those incidental to its ownership of the
Equity Interests of the Subsidiaries and those incidental to Investments by or in Holdings
permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance
with applicable laws and legal, tax and accounting matters related thereto and activities relating
to its employees, (iii) the entry into and activities relating to the performance of obligations in
respect of (A) the Loan Documents, the Senior Secured Note Documents, the Senior Unsecured Note
Documents, the Subordinated Note Documents, the Intercreditor Agreements, the Reynolds Acquisition
Documents, any other agreement to which it is a party on the Closing Date; and any guarantee of
Indebtedness or other obligations of any of its Subsidiaries permitted pursuant to the Loan
Documents and any refinancings, refundings, renewals or extensions thereof, (B) contracts and
agreements with officers, directors and employees of it or any Subsidiary thereof relating to their
employment or directorship, (C) insurance policies and related contracts and agreements, and (D)
equity subscription agreements, registration rights agreements, voting and other stockholder
agreements, engagement letters, underwriting agreements and other agreements in respect of its
equity securities or any offering, issuance or sale thereof, (iv) the receipt and payment of
Restricted Payments permitted under Section 6.06, (v) those related to the Transactions, the
Company Post-Closing Reorganization and in connection with the other agreements contemplated
hereby, (vi) to the extent that Article VI expressly permits Holdings and the Subsidiaries to enter
into a transaction with Holdings, (vii) activities in connection with or in preparation for a
public offering, (viii) the filing of registration statements, and compliance with applicable
reporting and other obligations, under federal, state or other securities laws, (ix) the listing of
its equity securities and compliance with applicable reporting and other obligations in connection
therewith, (x) the retention of (and the entry into, and exercise of rights and performance of
obligations in respect of, contracts and agreements with) transfer agents, private placement
agents, underwriters, counsel,
accountants and other advisors and consultants, and (xi) activities incidental to the
foregoing activities.




     (b) Notwithstanding anything to the contrary in this Agreement or in any other Loan
Document, in the event of a Midco Reorganization, Holdings shall be released from any and all
of its obligations under this Agreement and any other Loan Document and Holdings shall be
permitted to complete the Midco Reorganization.



     SECTION 6.16. Certain Country Limitations. With respect to each Subsidiary organized in
Austria and Germany and notwithstanding the provisions of Article VI specified in Schedule 6.16,
the provisions set forth in Schedule 6.16 shall apply with respect to such Subsidiary. In
addition, Schedule 2 to Amendment No. 6 sets forth certain limitations with respect to certain Loan
Parties incorporated or otherwise organized under the laws of Austria or such other jurisdictions
as may be agreed by the Administrative Agent in its sole discretion.



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ARTICLE VII




Events of Default



     In case of the happening of any of the following Events of Default:




     (a) any representation or warranty made or deemed made by a Loan Party in or in
connection with any Loan Document or the borrowings or issuances of Letters of Credit
hereunder, or any representation, warranty, statement or information contained in any report,
certificate, financial statement or other instrument furnished in connection with or pursuant
to any Loan Document, shall prove to have been false or misleading in any material respect
when so made, deemed made or furnished;




     (b) default shall be made by a Loan Party in the payment of any principal of any Loan
or the reimbursement with respect to any L/C Disbursement when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or
by acceleration thereof or otherwise;




     (c) default shall be made by a Loan Party in the payment of any interest on any Loan or
any Fee or L/C Disbursement or any other amount (other than an amount referred to in (b)
above) due under any Loan Document, when and as the same shall become due and payable, and
such default shall continue unremedied for a period of five Business Days;




     (d) default shall be made in the due observance or performance by Holdings or any
Material Subsidiary of any covenant, condition or agreement contained in Section 5.01(a),
5.05(a) or 5.08 or in Article VI;




     (e) default shall be made in the due observance or performance by Holdings or any
Subsidiary of any material covenant, condition or agreement contained in any
Loan Document (other than a Security Document) (other than those specified in (b), (c) or
(d) above) and such default shall continue unremedied for a period of 30 days after the
earlier of (i) notice thereof from the Administrative Agent to each applicable Borrower (which
notice shall also be given at the request of any Lender) or (ii) knowledge thereof by a
Responsible Officer of any Loan Party;




     (f) Holdings or any Material Subsidiary shall (i) fail to pay any principal or
interest, regardless of amount, due in respect of any Material Indebtedness, when and as the
same shall become due and payable beyond the period of grace, if any, provided in the
instrument or agreement pursuant to which such Indebtedness was created, or (ii) default in
the observance or performance of any other agreement or condition relating to any such
Material Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event of default shall occur that (A) results in any Material
Indebtedness becoming due prior to its scheduled maturity or (B) enables or permits the holder
or holders of any Material Indebtedness or any trustee or agent on its or their behalf to
cause any Material



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Indebtedness to become due, or to require the prepayment, repurchase,
redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause
(ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary
sale or transfer of the property or assets securing such Indebtedness and clause (ii)(B) shall
not apply to any Permitted Receivables Financing;




     (g) an involuntary proceeding shall be commenced or an involuntary petition shall be
filed in a court of competent jurisdiction seeking (i) relief in respect of Holdings or any
Material Subsidiary, or of a substantial part of the property or assets of Holdings, or any
Material Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter
amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or
similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator, provisional liquidator, administrator or similar official for Holdings or any
Material Subsidiary or for a substantial part of the property or assets of Holdings or any
Material Subsidiary or (iii) the winding-up or liquidation of Holdings or any Material
Subsidiary; and such proceeding or petition shall continue undismissed for 60 days or an order
or decree approving or ordering any of the foregoing shall be entered;




     (h) Holdings or any Material Subsidiary shall (i) voluntarily commence any proceeding
or file any petition seeking relief under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other Federal, state or foreign bankruptcy,
insolvency, receivership or similar law, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or the filing of any petition
described in (g) above, (iii) apply for or consent to the appointment of, or shall appoint in
its own right, a receiver, trustee, custodian, sequestrator, conservator, administrator or
similar official for Holdings or any Material Subsidiary or for a substantial part of the
property or assets of Holdings or any Material Subsidiary, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for
the benefit of creditors, (vi) become unable, admit in writing its inability or fail
generally to pay or thereafter to stop paying its debts as they become due (or with respect to
any Loan Party incorporated in Germany, is unable to pay its debts as they fall due
(Zahlungsunfähigkeit) or is deemed to be unable to pay its debts as they fall due (drohende
Zahlungsunfähigkeit) or is over-indebted (Überschuldung) within the meaning of Sections 17 -
19 of the German Insolvency Code (Insolvenzordnung), or (vii) take any action for the purpose
of effecting any of the foregoing;




     (i) one or more judgments shall be rendered against Holdings or any Material Subsidiary
or any combination thereof and the same shall remain undischarged for a period of 30
consecutive days during which execution shall not be effectively stayed, or any action shall
be legally taken by a judgment creditor to levy upon assets or properties of Holdings or any
Material Subsidiary to enforce any such judgment and such judgment either (i) is for the
payment of money in an aggregate amount in excess of $50,000,000 or (ii) is for injunctive
relief and could reasonably be expected to result in a Material Adverse Effect;



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     (j) an ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with all other such ERISA Events, could reasonably be expected to result
in a Material Adverse Effect;




     (k) the Guarantee provided for in Article X for any reason, other than as expressly
permitted hereunder or thereunder, shall fail to remain in full force or effect, or any action
shall be taken by any Loan Party to discontinue or to assert the invalidity or
unenforceability thereof, or any Guarantor shall deny or disaffirm in writing that it has any
further liability thereunder (other than as a result of the discharge of such Guarantor in
accordance with the terms of the Loan Documents);




     (l) default shall be made in the due observance or performance by Holdings or any
Material Subsidiary of any material covenant, condition or agreement contained in any Security
Document to which it is a party and such default shall continue unremedied for a period of 30
days after the earlier of (i) notice thereof from the Administrative Agent to each applicable
Borrower (which notice shall also be given at the request of any Lender) or (ii) knowledge
thereof by a Responsible Officer of any Loan Party;




     (m) the security interest in the Collateral created under any Loan Document shall, at
any time, cease to be in full force and effect and constitute a valid and, to the extent
applicable and required by the Agreed Security Principles, perfected, lien with the priority
required by this Agreement or the applicable Loan Documents for any reason other than the
satisfaction in full of all obligations under this Agreement and discharge of this Agreement
or as provided under the provisions governing the release of security interests (other than
any such failure that would not be material to the Lenders), or any Loan Party or any
Affiliate thereof shall assert, in any pleading in any court of competent jurisdiction, that
any such security interest is invalid or unenforceable and such failure or assertion shall
have continued uncured for a
period of (i) 30 days after any Loan Party becomes aware of such failure with respect to
any Collateral of a U.S. Subsidiary (other than Collateral which is an Equity Interest of a
Subsidiary that is not a U.S. Subsidiary) or (ii) 60 days after any Loan Party becomes aware
of such failure otherwise;




     (n) the Indebtedness under the Subordinated Notes or any other Subordinated
Indebtedness of Holdings and the Subsidiaries constituting Material Indebtedness shall cease
(or any Loan Party or an Affiliate of any Loan Party shall so assert), for any reason, to be
validly subordinated to the Bank Obligations as provided in the Subordinated Note Documents or
the agreements evidencing such other Subordinated Indebtedness;




     (o) so long as any Senior Subordinated Notes are outstanding, the Existing
Intercreditor Agreement shall cease to be effective or cease to be legally valid and binding,
or otherwise not be effective to create the rights and obligations purported to be created
thereunder, unless the same results directly from the action or inaction of the Administrative
Agent or are not materially adverse to the Lenders;



135









 






     (p) with respect to any Domination Agreement with SIG Euro Holding AG & Co KGaA as
dominated entity (beherrschtes Unternehmen), (i) such Domination Agreement is terminated
except as otherwise permitted pursuant to Section 5.17(b)(i), or (ii) the Administrative Agent
receives notice from any Loan Party of the intention of a party to such Domination Agreement
to terminate such Domination Agreement except as permitted by Section 5.17(b)(i);




     (q) any step is taken to appoint, or with a view to appointing, a statutory manager
(including the making of any recommendation in that regard by the New Zealand Financial
Markets Authority) under the New Zealand Corporations (Investigation and Management) Act 1989
in respect of Holdings or any Material Subsidiary, or Holdings or any Material Subsidiary is
declared at risk pursuant to the provisions of that Act; or




     (r) there shall have occurred a Change in Control;



     then, and (x) in every such event (other than an event with respect to any U.S. Borrower or
any of its subsidiaries described in paragraph (g) or (h) above), and at any time thereafter during
the continuance of such event, the Administrative Agent may, and at the request of the Required
Lenders shall, by notice to Holdings and each applicable Borrower, take either or both of the
following actions, at the same or different times: (i) terminate forthwith the Commitments and
(ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part,
whereupon the principal of the Loans so declared to be due and payable, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the Loan Parties accrued
hereunder and under any other Loan Document, shall become forthwith due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are hereby expressly
waived by the Loan Parties, anything contained herein or in any other Loan Document to the
contrary notwithstanding; and (y) in any event with respect to any U.S. Borrower or any of its
subsidiaries described in paragraph (g) or (h) above, the Commitments shall automatically terminate
and the principal of the Loans then outstanding, together with accrued interest thereon and any
unpaid accrued Fees and all other liabilities of the Loan Parties accrued hereunder and under any
other Loan Document, shall automatically become due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly waived by the Loan
Parties, anything contained herein or in any other Loan Document to the contrary notwithstanding.



ARTICLE VIII




The Administrative Agent and the Collateral Agents



     Each Lender and each Issuing Bank hereby irrevocably appoints the Administrative Agent and the
Collateral Agents (for purposes of this Article VIII, the Administrative Agent and the Collateral
Agents are referred to collectively as the “Agents”) its agent and authorizes the Agents to take
such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms
of the Loan



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Documents, together with such actions and powers as are reasonably incidental thereto.
Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to (i)
execute any and all documents (including releases) with respect to the Collateral and the rights of
the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions
of this Agreement and the other Loan Documents and (ii) negotiate, enforce or settle any claim,
action or proceeding affecting the Lenders in their capacity as such, at the direction of the
Required Lenders, which negotiation, enforcement or settlement will be binding upon each Lender.
Each Bank Secured Party (other than the applicable Collateral Agent) hereby authorizes the
Administrative Agent to appoint and designate, on its behalf, a Collateral Agent with respect to
Collateral at any time located in the Province of Quebec, Canada, including by way of appointment
and designation of a fondé de pouvoir and of a depositary, mandatary and custodian, the whole with
respect to taking security over such Collateral under the laws of the Province of Quebec, and take
all other actions in furtherance thereof.




     The institution serving as Administrative Agent and/or the Collateral Agent under any Loan
Documents shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with Holdings, any
Subsidiary or other Affiliate thereof as if it were not an Agent hereunder.



     The Administrative Agent shall have no duties or obligations except those expressly set forth
in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative
Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to
take any discretionary action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated
hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the circumstances as provided
in Section 9.08 or in the First Lien Intercreditor Agreement), and (c) except as expressly set
forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable
for the failure to disclose, any information relating to Holdings or any Subsidiary that is
communicated to or obtained by the bank serving as the Administrative Agent and/or any Collateral
Agent or any of their respective Affiliates in any capacity. Neither Agent shall be liable for any
action taken or not taken by it with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the circumstances as provided
in Section 9.08 or in the First Lien Intercreditor Agreement) or in the absence of its own gross
negligence or willful misconduct. Neither Agent shall be deemed to have knowledge of any Default
unless and until written notice thereof is given to such Agent by Holdings, a Borrower or a Lender,
and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in connection
therewith, (iii) the performance or observance of any of the covenants, agreements or other terms
or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan



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Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than
to confirm receipt of items expressly required to be delivered to such Agent.




     Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon,
any notice, request, certificate, consent, statement, instrument, document or other writing
believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may
also rely upon any statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and shall not incur any liability for relying thereon. Each Agent may
consult with legal counsel (who may be counsel for the Borrowers), independent accountants and
other experts selected by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.



     Each Agent may perform any and all its duties and exercise its rights and powers by or through
any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and
all its duties and exercise its rights and powers by or through their respective Related Parties.
The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the
Related Parties of each Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the Credit Facilities as well as activities as
Agent.



     Subject to the appointment and acceptance of a successor Administrative Agent as provided
below, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks
and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint
from among the Lenders a successor, which successor, so long as no Event of Default shall have
occurred and be continuing, shall be
subject to approval by Holdings (which approval shall not be unreasonably withheld or
delayed). If no successor shall have been so appointed by the Required Lenders and approved by
Holdings (to the extent required) and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring Administrative
Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent
which shall be a bank with an office in New York, New York, or an Affiliate of any such bank and,
which successor, so long as no Event of Default shall have occurred and be continuing, shall be
subject to approval by Holdings (which approval shall not be unreasonably withheld or delayed). If
no successor Administrative Agent has been appointed pursuant to the immediately preceding sentence
by the 30th day after the date such notice of resignation was given by the Administrative Agent,
the Administrative Agent’s resignation shall become effective and the Required Lenders shall
thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Loan
Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent.
Any such resignation by the Administrative Agent hereunder shall also constitute, to the extent
applicable, its resignation as an Issuing Bank, in which case such resigning Administrative Agent
(a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain
all of its rights as Issuing Bank with respect to any Letters of Credit issued by it prior to the
date of such resignation. Upon the acceptance of its appointment as



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Administrative Agent hereunder
by a successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers
to a successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrowers and such successor. After Administrative Agent’s
resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for
the benefit of such retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while acting as
Administrative Agent.




     Each Lender acknowledges that it has, independently and without reliance upon the Agents or
any other Lender and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that
it will, independently and without reliance upon the Agents or any other Lender and based on such
documents and information as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement or any other Loan
Document, any related agreement or any document furnished hereunder or thereunder.



     Without limiting the foregoing, no Bank Secured Party shall have any right individually to
realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being
understood and agreed that all powers, rights and remedies under the Loan Documents may be
exercised solely by the Agents on behalf of the Bank Secured Parties in accordance with the terms
thereof (subject, in the case of the Collateral, to the
provisions of the First Lien Intercreditor Agreement). Each Lender (a) acknowledges that it
has received a copy of each Intercreditor Agreement, (b) without limiting the foregoing, agrees
that it will be bound by and will take no actions contrary to the provisions of any Intercreditor
Agreement and (c) acknowledges that each Administrative Agent and the Collateral Agents will, and
hereby authorizes the Administrative Agent and each Collateral Agent to, enter into (and be a party
to) the First Lien Intercreditor Agreement on behalf of themselves, such Lender and other holders
of Bank Obligations. The Lenders further acknowledge that, pursuant to the First Lien
Intercreditor Agreement, the applicable Collateral Agent will have the sole right to proceed
against the Collateral, and that the provisions of the First Lien Intercreditor Agreement may, in
certain circumstances, limit the ability of the Administrative Agent to direct such Collateral
Agent. In the event of a foreclosure by any Collateral Agent on any of the Collateral pursuant to
a public or private sale or other disposition, any Lender may be the purchaser of any or all of
such Collateral at any such sale or other disposition, and such Collateral Agent, as agent for and
representative of the Secured Parties (but not any Lender or Lenders in its or their respective
individual capacities) shall be entitled, for the purpose of bidding and making settlement or
payment of the purchase price for all or any portion of the Collateral sold at any such sale, to
use and apply any of the Obligations as a credit on account of the purchase price for any
Collateral payable by such Collateral Agent on behalf of the Secured Parties at such sale or other
disposition. Each Bank Secured Party, whether or not a party hereto, will be deemed, by its
acceptance of the



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benefits of the Collateral and of the Guarantees of the Bank Obligations provided
under the Loan Documents, to have agreed to the foregoing provisions. The provisions of this
paragraph are for the sole benefit of the Lenders and shall not afford any right to, or constitute
a defense available to, any Loan Party.




     Notwithstanding any other provision of this Agreement or any provision of any other Loan
Document, each of the Lead Arranger, the Syndication Agent and each Documentation Agent are named
as such for recognition purposes only, and in their respective capacities as such shall have no
duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document;
it being understood and agreed that each of the Lead Arranger, the Syndication Agent and each
Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of
the Agents provided herein and in the other Loan Documents. Without limitation of the foregoing,
neither the Lead Arranger, the Syndication Agent nor any Documentation Agent in their respective
capacities as such shall, by reason of this Agreement or any other Loan Document, have any
fiduciary relationship in respect of any Lender, Loan Party or any other Person.



     Subject to the terms of the First Lien Intercreditor Agreement each Lender and each Issuing
Bank hereby:




     (a) authorizes the Collateral Agents (whether or not by or through employees or agents
and with the right of sub-delegation) to accept as its representative (Stellvertreter) any
pledge or other creation of any accessory security right granted in favor of such Lender or
Issuing Bank in connection with the German
Security Documents (as defined in the First Lien Intercreditor Agreement) under German
law and to agree to and execute on its behalf as its representative (Stellvertreter) any
amendments or alterations to any German Security Document which creates a pledge or any other
accessory security right (akzessorische Sicherheit) including the release or confirmation of
release of such security;




     (b) releases each of the Administrative Agent and the Collateral Agents from any
restrictions on representing several persons and self-dealing under any applicable law, and in
particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches
Gesetzbuch) with the right of sub-delegation of such release, to make use of any authorization
granted under this Agreement and to perform its duties and obligations as Administrative Agent
or Collateral Agent, respectively hereunder and under the German Security Documents; and




     (c) ratifies and approves all acts and declarations previously done by any Collateral
Agent on such person’s behalf (including for the avoidance of doubt the declarations made by
such Collateral Agent as representative without power of attorney (Vertreter ohne
Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the
benefit of any Lender or Issuing Bank as future pledgee or otherwise).



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ARTICLE IX




Miscellaneous



     SECTION 9.01. Notices; Electronic Communications. Subject to Section 9.20, notices and other
communications provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by fax, as follows:




     (a) if to any Borrower, Holdings or Guarantor, to it at Reynolds Group Holdings
Limited, Level 25, Citigroup Centre, 2 Park St, Sydney NSW 2000, Australia, Attention of Helen
Golding (Fax No. +61 2 9268 6693), Email:
helen.golding@rankgroup.co.nz;




     (b) if to the Administrative Agent, to Credit Suisse AG, Agency Manager, Eleven Madison
Avenue, New York, NY 10010, Fax No. 212-322-2291, Email:
agency.loanops@credit-suisse.com; and




     (c) if to a Lender, to it at its address (or fax number) set forth in the
Administrative Questionnaire provided by such Lender to the Administrative Agent.



     All notices and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered
by hand or overnight courier service or sent by fax or on the date five Business Days after
dispatch by certified or registered mail if mailed, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01
or in accordance with the latest unrevoked direction from such party given in accordance with this
Section 9.01. As agreed to among Holdings, the Borrowers, the Administrative Agent and the
applicable Lenders from time to time, notices and other communications may also be delivered by
e-mail to the e-mail address of a representative of the applicable Person provided from time to
time by such Person. No communication (including fax, electronic message or communication in any
other written form) under or in connection with the Loan Documents shall be made to or from an
address located inside of the Republic of Austria.



     Holdings and each Borrower hereby agree, unless directed otherwise by the Administrative Agent
or unless the electronic mail address referred to below has not been provided by the Administrative
Agent to the Borrowers, that it will, or will cause the Subsidiaries to, provide to the
Administrative Agent all information, documents and other materials that it is obligated to furnish
to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V,
including all notices, requests, financial statements, financial and other reports, certificates
and other information materials, but excluding any such communication that (a) is or relates to a
Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance,
amendment, extension or renewal of a Letter of Credit pursuant to Section 2.22, (b) relates to the
payment of any principal or other amount due under this Agreement prior to the scheduled date
therefor, (c) provides notice of any Default or Event of Default under this Agreement or any other



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Loan Document or (d) is required to be delivered to satisfy any condition precedent to the
effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all
such non-excluded communications being referred to herein collectively as “Communications”), by
transmitting the Communications in an electronic/soft medium that is properly identified in a
format acceptable to the Administrative Agent to an electronic mail address as directed by the
Administrative Agent. In addition, Holdings and each Borrower agree, and agree to cause the
Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders,
as the case may be, in the manner specified in the Loan Documents but only to the extent requested
by the Administrative Agent.




     Holdings and each Borrower hereby acknowledge that (a) the Administrative Agent will make
available to the Lenders and the Issuing Banks materials and/or information provided by or on
behalf of the Borrowers hereunder (collectively, the “Borrower Materials”) by posting the Borrower
Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of
the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material
non-public information with respect to each Borrower or its securities) (each, a “Public Lender”).
Holdings and each Borrower hereby agree that (i) all Borrower Materials that are to be made
available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum,
shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by
marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the
Administrative Agent and the Lenders to treat such Borrower Materials as not containing any
material non-public information with respect to Holdings
and any Borrower or its securities for purposes of foreign, United States federal and state
securities laws (provided, however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 9.16); (iii) all Borrower Materials
marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as
“Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower
Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the
Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower
Materials shall be marked “PUBLIC”, unless Holdings or a Borrower notifies the Administrative Agent
promptly that any such document contains material non-public information: (A) the Loan Documents
and (B) notification of changes in the terms of the Credit Facilities.



     Each Public Lender agrees to cause at least one individual at or on behalf of such Public
Lender to at all times have selected the “Private Side Information” or similar designation on the
content declaration screen of the Platform in order to enable such Public Lender or its delegate,
in accordance with such Public Lender’s compliance procedures and applicable law, including
foreign, United States Federal and state securities laws, to make reference to Communications that
are not made available through the “Public Side Information” portion of the Platform and that may
contain material non-public information with respect to Holdings or a Borrower or its securities
for purposes of foreign, United States Federal or state securities laws.



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     THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY
OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY
OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE
COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS
RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE
ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER
OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN
TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S
TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH
PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY
FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.



     The Administrative Agent agrees that the receipt of the Communications by the Administrative
Agent at its e-mail address set forth above shall constitute effective delivery of the
Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees
that receipt of notice to it (as provided in the next sentence) specifying that the Communications
have been posted to the Platform shall constitute effective delivery of the Communications to such
Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent
in writing (including by electronic communication) from time to time of such Lender’s e-mail
address to which the foregoing notice may be sent by electronic transmission and that the foregoing
notice may be sent to such e-mail address.



     Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any
notice or other communication pursuant to any Loan Document in any other manner specified in such
Loan Document.



     SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and
warranties made by each Loan Party herein and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the Lenders and the Issuing Banks and shall survive the
making by the Lenders of the Loans and the issuance of Letters of Credit by the Issuing Banks,
regardless of any investigation made by the Lenders or the Issuing Banks or on their behalf, and
shall continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any Fee or any other amount payable under this Agreement or any other Loan Document is
outstanding



143









 




and unpaid or any Letter of Credit is outstanding and so long as the Commitments have
not been terminated. The provisions of Sections 2.14, 2.16, 2.20 and 9.05 shall remain operative
and in full force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of the Loans, the
expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of the Administrative Agent, any Collateral Agent, any Lender or
any Issuing Bank.




     SECTION 9.03. Binding Effect. This Agreement shall become effective when it shall have been
executed by each Loan Party and the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the signatures of each of the
other parties hereto.



     SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors and
assigns of such party; and all covenants, promises and agreements by or on behalf of the Loan
Parties, the Administrative Agent, the Issuing Banks or the Lenders that are contained in this
Agreement shall bind and inure to the benefit of their respective successors and assigns.




     (b) Each Lender may assign to one or more Eligible Assignees all or a portion of its
interests, rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) (with the prior written consent of the
applicable Borrower or Borrowers, if required by the definition of the term “Eligible
Assignee”, being deemed given unless such Borrower or Borrowers shall have objected to such
assignment by written notice to the Administrative Agent within five Business Days after
having received notice thereof); provided, however, that (i) notwithstanding anything to the
contrary in the definition of the term “Eligible Assignee”, the consent of the applicable
Borrower shall not be required to any such assignment made in connection with the initial
syndication of the Credit Facilities to Persons identified by the Administrative Agent to the
Borrowers on or prior to the Second Restatement Date; (ii) the amount of the Commitment or
Loans of the assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall be not less than, $1,000,000 or €1,000,000, as the case may be (or, if less, the
entire remaining amount of such Lender’s Commitment or Loans of the relevant Class); provided
that simultaneous assignments to or by two or more Related Funds shall be combined for
purposes of determining whether the minimum assignment requirement is met; (iii) the parties
to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and
Acceptance via an electronic settlement system acceptable to the Administrative Agent or (B)
if previously agreed with the Administrative Agent, manually execute and deliver to the
Administrative Agent an Assignment and Acceptance, and, in each case, shall pay to the
Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or
reduced in the sole discretion of the Administrative Agent); and (iv) the assignee, if



144









 




it
shall not be a Lender, shall deliver to the Administrative Agent Administrative Questionnaire
(in which the assignee shall designate one or more credit contacts to whom all syndicate-level
information (which may contain material non-public information about the Loan Parties and
their Related Parties or their respective securities) will be made available and who may
receive such information in accordance with the assignee’s compliance procedures and
applicable laws, including Federal and state securities laws) and all applicable tax forms.
Upon acceptance and recording pursuant to paragraph (e) of this Section 9.04, from and after
the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder
shall be a party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the
assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment
and Acceptance, be released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto but
shall continue to be entitled to the benefits and be subject to the obligations, of Sections
2.14, 2.16, 2.20 and 9.05, as well as to the benefit of any Fees accrued for its account and
not yet
paid). Notwithstanding the foregoing, no Lender shall be permitted to make assignments
under this Agreement to any Disqualified Institutions.





     (c) By executing and delivering an Assignment and Acceptance, the assigning Lender
thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other
and the other parties hereto as follows: (i) such assigning Lender warrants that it is the
legal and beneficial owner of the interest being assigned thereby free and clear of any
adverse claim and that its Term Loan Commitment and Revolving Credit Commitment, and the
outstanding balances of its Term Loans and Revolving Loans, in each case without giving effect
to assignments thereof which have not become effective, are as set forth in such Assignment
and Acceptance; (ii) except as set forth in clause (i) above, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement, or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any
other Loan Document or any other instrument or document furnished pursuant hereto, or the
financial condition of Holdings or any Subsidiary or the performance or observance by any Loan
Party of any of its obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants
that it is an Eligible Assignee legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement and of
each Intercreditor Agreement, together with copies of the most recent financial statements
referred to in Section 3.05 or delivered pursuant to Section 5.04 and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter
into such Assignment and Acceptance; (v) such assignee will independently and without reliance
upon Administrative Agent, such assigning Lender or any other Lender and based on such



145









 






documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (vi) such assignee
agrees that it will be bound by and will take no actions contrary to the provisions of each
Intercreditor Agreement; (vii) such assignee appoints and authorizes the Administrative Agent
and the Collateral Agents to take such action as agent on its behalf and to exercise such
powers under the Loan Documents as are delegated to the Administrative Agent and the
Collateral Agents, respectively, by the terms hereof and thereof, together with such powers as
are reasonably incidental thereto; and (viii) such assignee agrees that it will perform in
accordance with their terms all the obligations which by the terms of this Agreement are
required to be performed by it as a Lender.




     (d) The Administrative Agent, acting for this purpose as an agent of the Borrowers,
shall maintain at one of its offices in The City of New York a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive absent
manifest error and the Borrowers, the Administrative Agent, the Issuing Banks, the
Collateral Agents and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the
Borrowers, any Issuing Bank, the Collateral Agents and any Lender, at any reasonable time and
from time to time upon reasonable prior notice.




     (e) Upon its receipt of, and consent to, a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, Administrative Questionnaire completed in
respect of the assignee (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) above, if applicable, and the
written consent of the Administrative Agent and, if required, the Borrowers and each Issuing
Bank to such assignment and any applicable tax forms, the Administrative Agent shall (i)
accept such Assignment and Acceptance and (ii) record the information contained therein in the
Register. No assignment shall be effective unless it has been recorded in the Register as
provided in this paragraph (e).




     (f) Each Lender may without the consent of any Borrower, any Issuing Bank or
Administrative Agent sell participations to one or more banks or other Persons in all or a
portion of its rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided, however, that (i) such Lender’s obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations, (iii) the participating
banks or other Persons shall be entitled to the benefit, and be subject to the obligations, of
the cost protection provisions contained in Sections 2.14, 2.16 and 2.20 to the same extent as
if they were Lenders (but, with respect to any particular participant, to no greater



146









 






extent
than the Lender that sold the participation to such participant) and (iv) the Borrowers, the
Administrative Agent, the Issuing Banks and the Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement, and such Lender shall retain the sole right to enforce the obligations of the
Borrowers relating to the Loans or L/C Disbursements and to approve any amendment,
modification or waiver of any provision of this Agreement (other than amendments,
modifications or waivers decreasing any fees payable to such participating bank or Person
hereunder or the amount of principal of or the rate at which interest is payable on the Loans
in which such participating bank or Person has an interest, extending any scheduled principal
payment date or date fixed for the payment of interest on the Loans in which such
participating bank or Person has an interest, increasing or extending the Commitments in which
such participating bank or Person has an interest or releasing any Guarantor (other than in
connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all
or substantially all of the Collateral). To the extent permitted by law, each participating
bank or other Person also shall be entitled to the benefits of Section 9.06 as though it were
a Lender; provided that
such participating bank or other Person agrees to be subject to Section 2.18 as though it
were a Lender. Notwithstanding the foregoing, no Lender shall be permitted to sell
participations under this Agreement to any Disqualified Institutions.




     (g) Each Lender that sells a participation shall, acting solely for this purpose as an
agent of the Borrowers, maintain a register on which it enters the name and address of each
Participant and the principal amounts (and stated interest) of each participant’s interest in
the loans or other obligations under this Agreement (the “Participant Register”). The entries
in the Participant Register shall be conclusive absent manifest error, and such Lender shall
treat each Person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary.




     (h) Any Lender or participant may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 9.04, disclose to the
assignee or participant or proposed assignee or participant any information relating to
Holdings or any Subsidiary furnished to such Lender by or on behalf of Holdings and the
Subsidiaries; provided that, prior to any such disclosure of information, each such assignee
or participant or proposed assignee or participant shall execute an agreement whereby such
assignee or participant shall agree (subject to customary exceptions) to preserve the
confidentiality of such information on terms no less restrictive than those applicable to the
Lenders pursuant to Section 9.16.




     (i) Any Lender may at any time assign all or any portion of its rights under this
Agreement to secure extensions of credit to such Lender or in support of obligations owed by
such Lender; provided that no such assignment shall release a Lender from any of its
obligations hereunder or substitute any such assignee for such Lender as a party hereto.



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     (j) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in
writing from time to time by the Granting Lender to the Administrative Agent and the
Borrowers, the option to provide to the Borrowers all or any part of any Loan that such
Granting Lender would otherwise be obligated to make to the Borrowers pursuant to this
Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make
any Loan and (ii) if an SPV elects not to exercise such option or otherwise fails to provide
all or any part of such Loan, the Granting Lender shall be obligated to make such Loan
pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any
indemnity or similar payment obligation under this Agreement (all liability for which shall
remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other senior indebtedness of any
SPV, it will not institute against, or join any other Person in instituting against, such SPV
any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the
laws of the United States or any State thereof. In addition, notwithstanding anything to the
contrary contained in this Section 9.04, any SPV may (i) with notice to, but without the prior
written consent of, the Borrowers and the Administrative Agent and without paying any
processing fee therefor, assign all or a portion of its interests in any Loans to the Granting
Lender or to any financial institutions (consented to by the Borrowers and Administrative
Agent) providing liquidity and/or credit support to or for the account of such SPV to support
the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial paper dealer or provider of
any surety, guarantee or credit or liquidity enhancement to such SPV. In the event that a
Lender makes a grant to an SPV pursuant to this Section 9.04(j) or an SPV elects to exercise
an option granted to it pursuant to this Section 9.04(j), no Loan Party shall be required to
make payments under Section 2.20 in an amount in excess of the amount that it would be
required to pay in the absence of such grant or election.




     (k) Except in connection with a Midco Reorganization permitted under Section 6.05, none
of Holdings or any Borrower shall assign or delegate any of its rights or duties hereunder
without the prior written consent of the Administrative Agent, each Issuing Bank and each
Lender, and any attempted assignment without such consent shall be null and void.




     (l) In the event that any Revolving Credit Lender shall become a Defaulting Lender or
S&P, Moody’s and Thompson’s BankWatch (or InsuranceWatch Ratings Service, in the case of
Lenders that are insurance companies (or Best’s Insurance Reports, if such insurance company
is not rated by Insurance Watch Ratings Service)) shall, after the date that any Lender
becomes a Revolving Credit Lender, downgrade the long-term certificate deposit ratings of such
Lender, and the resulting



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ratings shall be below BBB-, Baa3 and C (or BB, in the case of a
Lender that is an insurance company (or B, in the case of an insurance company not rated by
InsuranceWatch Ratings Service)) (or, with respect to any Revolving Credit Lender that is not
rated by any such ratings service or provider or any Issuing Bank shall have reasonably
determined that there has occurred a material adverse change in the financial condition of any
such Lender, or a material impairment of the ability of any such Lender to perform its
obligations hereunder, as compared to such condition or ability as of the date that any such
Lender became a Revolving Credit Lender) then such Issuing Bank shall have the right, but not
the obligation, at its own expense, upon notice to such Lender and the Administrative Agent,
to replace such Lender with an assignee (in accordance with and subject to the restrictions
contained in paragraph (b) above), and such Lender hereby agrees to transfer and assign
without recourse (in accordance with and subject to the restrictions contained in paragraph
(b) above) all its interests, rights and obligations in respect of its
Revolving Credit Commitment to such assignee; provided, however, that (i) no such
assignment shall conflict with any law, rule and regulation or order of any Governmental
Authority and (ii) such Issuing Bank or such assignee, as the case may be, shall pay to such
Lender in immediately available funds on the date of such assignment the principal of and
interest accrued to the date of payment on the Loans made by such Lender hereunder and all
other amounts accrued for such Lender’s account or owed to it hereunder.



     SECTION 9.05. Expenses; Indemnity. (a) The Loan Parties agree, jointly and severally, to
pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, each
Collateral Agent and each Issuing Bank in connection with the syndication of the Credit Facilities
and the preparation and administration of this Agreement and the other Loan Documents or in
connection with any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions hereby or thereby contemplated shall be consummated); provided
that, except as otherwise agreed in the First Lien Intercreditor Agreement, the Loan Parties shall
not be responsible for the reasonable fees, charges and disbursements of more than one separate law
firm (in addition to one local counsel per relevant jurisdiction). The Loan Parties also agree to
pay all documented and out-of-pocket expenses incurred by the Administrative Agent, any Collateral
Agent or any Lender in connection with the enforcement or protection of its rights in connection
with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of
Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of
Cravath, Swaine & Moore LLP, counsel for the Administrative Agent, and, in connection with any such
enforcement or protection, the reasonable and documented fees, charges and disbursements of any
other counsel for the Administrative Agent or any Lender.




     (b) The Loan Parties agree, jointly and severally, to indemnify the Administrative
Agent, each Lender, each Issuing Bank and each Related Party of any of the foregoing Persons
(each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses, including
reasonable counsel fees, charges and disbursements, incurred by or asserted against any
Indemnitee arising out of, in



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any way connected with, or as a result of (i) the execution or
delivery of this Agreement or any other Loan Document or any agreement or instrument
contemplated thereby, the performance by the parties thereto of their respective obligations
thereunder or the consummation of the Transactions, the Company Post-Closing Reorganization,
the Pactiv Transactions, the Graham Packaging Transactions, the other transactions
contemplated thereby (including the syndication of the Credit Facilities) and any Borrowing
hereunder, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, (iii)
any claim, litigation, investigation or proceeding relating to any of the foregoing, whether
or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated
by a third party or by the Borrowers, any other Loan Party or any of their respective
Affiliates), or (iv) any Release or actual or alleged presence of Hazardous Materials on, at
or under any property currently or formerly owned, leased or operated by Holdings or any
Subsidiary or any Environmental Liability related in any way to Holdings or any
Subsidiary; provided that such indemnity shall not, as to any Indemnitee, be available to the
extent that such losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment (or settlement tantamount
thereto) to have resulted from (i) the bad faith, gross negligence or willful misconduct of
such Indemnitee or Related Party of such Indemnitee or (ii) claims against such Indemnitee or
any Related Party brought by any other Indemnitee that (x) did not arise out of any action or
inaction on the part of Holdings or any of its Affiliates and (y) do not involve the Lead
Arranger or an Agent in its capacity as such. This Section 9.05 shall not apply with respect
to Taxes except as necessary to hold such Indemnitee harmless from any and all losses, claims,
damages, liabilities and related expenses with respect to any non-Tax claim.




     (c) To the extent that any Loan Party fails to pay any amount required to be paid by it
to the Administrative Agent, any Issuing Bank or any Collateral Agent under paragraph (a) or
(b) of this Section or under any other Loan Document, each Lender severally agrees to pay to
the Administrative Agent or such Issuing Bank, as the case may be, such Lender’s pro rata
share (determined as of the time that the applicable unreimbursed expense or indemnity payment
is sought and, in the case of the Collateral Agents, subject to pro rata allocation with the
holders of the Senior Secured Notes to the extent provided for in any Intercreditor Agreement)
of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or asserted against
the Administrative Agent or such Issuing Bank in its capacity as such. For purposes hereof, a
Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate
Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each
case, determined as if no Lender were a Defaulting Lender).




     (d) To the extent permitted by applicable law, none of Holdings and the Borrowers shall
assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result



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of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, the Company Post-Closing
Reorganization, the Pactiv Transactions, the Graham Packaging Transactions and any Borrowing,
Loan or Letter of Credit or the use of the proceeds thereof.




     (e) The provisions of this Section 9.05 shall remain operative and in full force and
effect regardless of the expiration of the term of this Agreement, the consummation of the
transactions contemplated hereby, the repayment of any of the Loans, the expiration of the
Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any
term or provision of this Agreement or any other Loan Document, or any investigation made by
or on behalf of the
Administrative Agent, any Collateral Agent, any Lender or any Issuing Bank. All amounts
due under this Section 9.05 shall be payable on written demand therefor.



     SECTION 9.06. Right of Setoff. If an Event of Default shall have occurred and be continuing,
each Lender is hereby authorized at any time and from time to time, except to the extent prohibited
by law, to set off and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such Lender to or for the
credit or the account of any Loan Party against any of and all the obligations of any Loan Party
now or hereafter existing under this Agreement and other Loan Documents held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this Agreement or such
other Loan Document and although such obligations may be unmatured. The rights of each Lender
under this Section 9.06 are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.



     SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN
LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER
OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE DATE SUCH LETTER OF CREDIT WAS
ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE “UNIFORM CUSTOMS”) AND, AS TO MATTERS NOT
GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.



     SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the Administrative Agent,
any Lender or any Issuing Bank in exercising any power or right hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other right or power. The
rights and remedies of the Administrative Agent, the Collateral Agents, the Issuing Banks and the
Lenders



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hereunder and under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or
any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event
be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for which given. No
notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further
notice or demand in similar or other circumstances.





     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by Holdings, the other
Loan Parties and the Required Lenders; provided, however, that no such agreement shall (i)
decrease the principal amount of, or extend the maturity of or any scheduled principal payment
date or date for the payment of any interest on any Loan or any date for reimbursement of an
L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the
rate of interest on any Loan or L/C Disbursement, without the prior written consent of each
Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease
or extend the date for payment of any Fees of any Lender without the prior written consent of
such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions
of Section 9.04(k) or the provisions of this Section or release any Guarantor (other than in
connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all
or substantially all of the Collateral, without the prior written consent of each Lender, (iv)
change the provisions of any Loan Document in a manner that by its terms adversely affects the
rights in respect of payments due to Lenders holding Loans of one Class differently from the
rights of Lenders holding Loans of any other Class without the prior written consent of
Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each
adversely affected Class, (v) modify the protections afforded to an SPV pursuant to the
provisions of Section 9.04(j) without the written consent of such SPV or (vi) reduce the
percentage contained in the definition of the term “Required Lenders” without the prior
written consent of each Lender (it being understood that with the consent of the Required
Lenders, additional extensions of credit pursuant to this Agreement may be included in the
determination of the Required Lenders on substantially the same basis as the Term Loan
Commitments and Revolving Credit Commitments on the date hereof); provided that (A) no such
agreement shall amend, modify or otherwise affect the rights or duties of the Administrative
Agent, any Collateral Agent or any Issuing Bank hereunder or under any other Loan Document
without the prior written consent of the Administrative Agent, such Collateral Agent or such
Issuing Bank, as the case may be, and (B) any waiver, amendment or modification of this
Agreement that by its terms solely affects the rights or duties under this Agreement of
Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans
or Commitments of any other Class) may be effected by an agreement or agreements in writing
entered into by Holdings, the Borrowers and the requisite percentage in interest of the
affected Class of Lenders that would be required to consent thereto under this Section if such
Class of Lenders were the only Class of



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Lenders hereunder at the time. Notwithstanding the
foregoing, with the consent of Holdings, the Borrowers and the Required Lenders, this
Agreement (including Section 2.17) may be amended (x) to allow the Borrowers to prepay Loans
of a Class on a non-pro rata basis in connection with offers made to all the Lenders of such
Class pursuant to procedures approved by the Administrative Agent and (y) to allow the
Borrowers to make loan modification offers to all the Lenders of one or more Classes of Loans
that, if accepted, would (A) allow the maturity and
scheduled amortization of the Loans of the accepting Lenders to be extended, (B) increase
the Applicable Margins and/or Fees payable with respect to the Loans and Commitments of the
accepting Lenders and (C) treat the modified Loans and Commitments of the accepting Lenders as
a new tranche of Loans and Commitments for all purposes under this Agreement.




     (c) The Administrative Agent, Holdings and the Borrowers may amend any Loan Document to
correct administrative or manifest errors or omissions, or to effect administrative changes
that are not adverse to any Lender; provided, however, that no such amendment shall become
effective until the fifth Business Day after it has been posted to the Lenders, and then only
if the Required Lenders have not objected in writing thereto within such five Business Day
period.



     SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if
at any time the interest rate applicable to any Loan or participation in any L/C Disbursement,
together with all fees, charges and other amounts which are treated as interest on such Loan or
participation in such L/C Disbursement under applicable law (collectively the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan or participation in accordance with applicable
law, the rate of interest payable in respect of such Loan or participation hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan or
participation but were not payable as a result of the operation of this Section 9.09 shall be
cumulated and the interest and Charges payable to such Lender in respect of other Loans or
participations or periods shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.



     SECTION 9.10. Entire Agreement. This Agreement, the Fee Letter and the other Loan Documents
constitute the entire contract between the parties relative to the subject matter hereof. Any
other previous agreement among the parties with respect to the subject matter hereof is superseded
by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan
Documents, expressed or implied, is intended to confer upon any Person (other than the parties
hereto and thereto, their respective successors and assigns permitted hereunder (including any
Affiliate of any Issuing Bank that issues any Letter of Credit), to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and
the Lenders and, (a) solely with respect to Article VIII, Section 9.22 and Article X, the
Collateral Agents and (b) solely with respect to Section 9.22 and Article X, the Local



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Facility
Providers, Hedge Providers and Cash Management Banks) any rights, remedies, obligations or
liabilities under or by reason of this Agreement or the other Loan Documents.




     SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE,
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.



     SECTION 9.12. Severability. In the event any one or more of the provisions contained in this
Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein and
therein shall not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect
the validity of such provision in any other jurisdiction). The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.



     SECTION 9.13. Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original but all of
which when taken together shall constitute a single contract, and shall become effective as
provided in Section 9.03. Delivery of an executed signature page to this Agreement by facsimile or
other customary means of electronic transmission shall be as effective as delivery of a manually
signed counterpart of this Agreement.



     SECTION 9.14. Headings. Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this Agreement.



     SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) Each Loan Party hereby
irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of any New York State court or Federal court of the United States of America sitting in the Borough
of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Agreement or the



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other Loan Documents, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court; provided that solely for the
purpose of enforcement of the rights of the Administrative Agent, any Issuing Bank and
any Lender under this Agreement in Austria, each Loan Party hereby irrevocably and
unconditionally also submits, for itself and its property to the jurisdiction of the courts of
England. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent, any Collateral Agent, any Issuing Bank or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or the other Loan Documents against any
Borrower, Holdings or their respective properties in the courts of any jurisdiction.





     (b) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or the other Loan Documents in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any such court.




     (c) Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right
of any party to this Agreement to serve process in any other manner permitted by law.




     (d) Each Loan Party hereby irrevocably designates and appoints Reynolds Consumer
Products Holdings Inc. as its authorized agent upon which process may be served in any action,
suit or proceeding arising out of or relating to this Agreement that may be instituted by the
Administrative Agent or any Lender in any Federal or state court in the State of New York.
Each Loan Party hereby agrees that service of any process, summons, notice or document by U.S.
registered mail addressed to the U.S. Borrower, with written notice of said service to such
Person at the address above shall be effective service of process for any action, suit or
proceeding brought in any such court.



     SECTION 9.16. Confidentiality. Each of the Administrative Agent, the Issuing Banks and the
Lenders agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates’ officers, directors, employees and
agents, including accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the extent requested by
any regulatory authority or quasi-regulatory authority (such as the National Association of
Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any



155









 




subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or
under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its
rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the
same as those of this Section 9.16, to (i) any actual
or prospective assignee of or participant in any of its rights or obligations under this
Agreement and the other Loan Documents or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to Holdings or any Subsidiary or any of
their respective obligations, (f) with the consent of Holdings or a Borrower or (g) to the extent
such Information becomes publicly available other than as a result of a breach of this Section
9.16. For the purposes of this Section, “Information” shall mean all information received from the
Borrowers or Holdings and related to such Person or its or their business, other than any such
information that was available to the Administrative Agent, any Issuing Bank or any Lender on a
nonconfidential basis prior to its disclosure by the Borrowers or Holdings. Any Person required to
maintain the confidentiality of Information as provided in this Section 9.16 shall be considered to
have complied with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord its own confidential
information. Notwithstanding any other provision of this Agreement, any other Loan Document or any
Assignment and Acceptance, the provisions of this Section 9.16 shall survive with respect to each
Agent and Lender until the second anniversary of such Agent or Lender ceasing to be an Agent or a
Lender, respectively.




     SECTION 9.17. Conversion of Currencies. (a) If, for the purpose of obtaining judgment in
any court, it is necessary to convert a sum owing hereunder in one currency into another currency,
each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of
exchange used shall be that at which, in accordance with normal banking procedures in the relevant
jurisdiction, the first currency could be purchased with such other currency on the Business Day
immediately preceding the day on which final judgment is given.




     (b) The obligations of each party in respect of any sum due to any other party hereto
or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall,
notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency
in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only
to the extent that, on the Business Day following receipt by the Applicable Creditor of any
sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance
with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency
with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than
the sum originally due to the Applicable Creditor in the Agreement Currency, such party
agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Loan Parties contained in this
Section 9.17 shall survive the termination of this Agreement and the payment of all other
amounts owing hereunder.



     SECTION 9.18. USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies each



156









 




Loan Party that pursuant to the requirements
of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies
each Loan Party, which information includes the name and address of and each Loan Party and other
information that will
allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in
accordance with the USA PATRIOT Act.




     SECTION 9.19. Place of Performance. The Parties shall perform their obligations under or in
connection with the Loan Documents exclusively at the Place of Performance (as defined below), but
in no event at a place in Austria and the performance of any obligations or liability under or in
connection with the Loan Documents within the Republic of Austria shall not constitute discharge or
performance of such obligation or liability. For the purposes of the above, “Place of Performance”
means:




     (a) in relation to any payment under or in connection with a Loan Document, the place
at which such payment is to be made pursuant to Section 2.19; and




     (b) in relation to any other obligation or liability under or in connection with the
Loan Documents, the premises of the Administrative Agent in New York or any other place
outside of Austria as the Administrative Agent may specify from time to time.



     SECTION 9.20. Austrian Stamp Duty. (a) No Party shall bring or send to, or otherwise
produce in, Austria a Stamp Duty Sensitive Document or communicate in writing other than in
compliance with the Stamp Duty Guidelines, in each case other than in the event that:




     (i) it does not cause a liability of a Party to pay stamp duty in the Republic of
Austria;




     (ii) a Party wishes to enforce any of its rights under or in connection with a Loan
Document in any form of proceedings in the Republic of Austria and is only able to do so by
bringing or sending to, or otherwise producing in, Austria a Stamp Duty Sensitive Document
and it would not be sufficient for that Party to bring or send to, or otherwise produce in,
Austria a document that is not a Stamp Duty Sensitive Document (e.g. a simple/uncertified
copy (i.e. a copy which is not an original, notarised or certified copy) of the relevant
Stamp Duty Sensitive Document) for the purposes of such enforcement; in furtherance of the
foregoing, no Party shall (A) object to the introduction into evidence of an uncertified
copy of any Stamp Duty Sensitive Document or raise a defence to any action or to the
exercise of any remedy on the basis of an original or certified copy of any Stamp Duty
Sensitive Document not having been introduced into evidence, unless such uncertified copy
actually introduced into evidence does not accurately reflect the content of the original
document and (B) if such Party is a party to proceedings before an Austrian court or
authority, contest the authenticity (Echtheit) of an uncertified copy of any such Stamp
Duty Sensitive Document, unless such



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uncertified copy actually introduced into evidence
does not accurately reflect the content of the original document; or




     (iii) a Party is required by law, governmental body, court, authority or agency
pursuant to any legal requirement (whether for the purposes of initiating, prosecuting,
enforcing or executing any claim or remedy or enforcing any judgment or otherwise) to bring
or send a Stamp Duty Sensitive Document into, or otherwise produce a Stamp Duty Sensitive
Document in, the Republic of Austria.




     (b) Holdings and the Borrowers shall indemnify each Administrative Agent, each Lender
and each Issuing Bank against any cost, loss or liability in respect of Austrian stamp duty
unless such cost, loss or liability is incurred as a result of the Administrative Agent, a
Lender or an Issuing Bank breaching any obligations under Section 9.20(a), in which case the
breaching party shall be liable for payment of such stamp duty.



     SECTION 9.21. Additional Borrowers. (a) Holdings or any Borrower may designate any of its
Wholly Owned Subsidiaries as a Borrower under any of the Revolving Credit Commitments or pursuant
to an Incremental Assumption Agreement; provided that (i) the Administrative Agent shall be
reasonably satisfied that the Lenders of the applicable Class may make loans and other extensions
of credit to such Person in such Person’s jurisdiction in compliance with applicable laws and
regulations and without being subject to any unreimbursed or unindemnified Tax or other expense,
(ii) the Administrative Agent shall have received, at least five Business Days prior to the date on
which such Person is proposed to become a Borrower hereunder, all documentation and other
information required by regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including to the extent applicable, the USA PATRIOT Act. Upon
the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Wholly
Owned Subsidiary of Holdings, Holdings and the Borrowers, such Wholly Owned Subsidiary of Holdings
shall be a Borrower and a party to this Agreement. A Person shall cease to be a Borrower hereunder
at such time as no Loans, Fees or any other amounts due in connection therewith pursuant to the
terms hereof shall be outstanding by such Person, no Letters of Credit issued for the account of
such Person shall be outstanding and such Person and its parent Borrower shall have executed and
delivered to the Administrative Agent a Borrowing Subsidiary Termination.




     (b) Notwithstanding the foregoing, no Person shall be added as a Borrower hereunder
pursuant to this Section 9.21 unless (i) (A) on the effective date of such addition, the
conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the
Administrative Agent shall have received a certificate to that effect dated such date and
executed by a Financial Officer of the applicable potential Borrower or Borrowers or (B) with
respect to Pactiv Corporation, on the effective date of such addition, the conditions set
forth in Section 4 of Amendment No. 3 shall be satisfied or waived and (ii) except as
otherwise specified in the applicable Borrowing Subsidiary Agreement, the Administrative Agent
shall have received



158









 






legal opinions, board resolutions and other closing certificates
reasonably requested
by the Administrative Agent and consistent with those delivered on the Closing Date under
Section 4.02 of the Original Credit Agreement.



     SECTION 9.22. Application of Proceeds. Upon receipt from any Collateral Agent of the
proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including
any Collateral consisting of cash, following the exercise of remedies provided for in Article VII
(or after the Loans have automatically become due and payable as set forth in Article VII), the
Administrative Agent shall apply such proceeds as follows:




     (a) FIRST, to the payment of all costs and expenses incurred by the Administrative
Agent (in its capacity as such hereunder or under any other Loan Document) in connection with
such collection, sale, foreclosure or realization or otherwise in connection with this
Agreement or any other Loan Document, including all court costs and the fees and expenses of
its agents and legal counsel, the repayment of all advances made by the Administrative Agent
hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or
expenses incurred in connection with the exercise of any right or remedy hereunder or under
any other Loan Document;




     (b) SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so
applied to be distributed between or among the Administrative Agent and the Issuing Banks pro
rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the
date of any such distribution); and




     (c) THIRD, to the payment in full of all other Bank Obligations (the amounts so applied
to be distributed among the Bank Secured Parties pro rata in accordance with the amounts of
the Bank Obligations owed to them on the date of any such distribution).



     The Administrative Agent shall have absolute discretion as to the time of application of any
such proceeds, moneys or balances in accordance with this Agreement.



     SECTION 9.23. Loan Parties’ Agent. (a) Each Loan Party (other than the Loan Parties’
Agent) by its execution of this Agreement or a Guarantor Joinder irrevocably appoints the Loan
Parties’ Agent to act on its behalf in relation to the Loan Documents and irrevocably authorizes:




     (b) the Loan Parties’ Agent on its behalf to supply all information concerning itself
contemplated by this Agreement to the Bank Secured Parties and to give all notices and
instructions (including, in the case of a Borrower, Borrowing Requests), to execute on its
behalf any Guarantor Joinder, to make such agreements and to effect the relevant amendments,
supplements and variations capable of being given, made or effected by any Loan Party
notwithstanding that they may affect such Loan Party, without further reference to or the
consent of such Loan Party; and




159












 






     (c) each Bank Secured Party to give any notice, demand or other communication to
such Loan Party pursuant to any Loan Document to the Loan Parties’ Agent, and in each case
such Loan Party shall be bound as though such Loan Party itself had given the notices and
instructions (including without limitation, any Borrowing Requests) or executed or made the
agreements or effected the amendments, supplements or variations, or received the relevant
notice, demand or other communication.




     (d) Every act, omission, agreement, undertaking, settlement, waiver, amendment,
supplement, variation, notice or other communication given or made by the Loan Parties’ Agent
or given to the Loan Parties’ Agent under any Loan Document on behalf of another Loan Party or
in connection with any Loan Document (whether or not known to any other Loan Party and whether
occurring before or after such other Loan Party became a Loan Party under any Loan Document)
shall be binding for all purposes on such Loan Party as if such Loan Party had expressly made,
given or concurred with it. In the event of any conflict between any notices or other
communications of the Loan Parties’ Agent and any other Loan Party, those of the Loan Parties’
Agent shall prevail.




     (e) Each Loan Party (other than the Loan Parties’ Agent) hereby releases the Loan
Parties’ Agent from any restrictions on self-dealings under any applicable law arising under
section 181 of the German Civil Code (Bürgerliches Gesetzbuch).



     SECTION 9.24. Loan Modification Offers. (a) Holdings may, by written notice to the
Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”)
to all the Lenders of one or more Classes of Loans and/or Commitments (each Class subject to such a
Loan Modification Offer, an “Affected Class”) to make one or more amendments or modifications
described in the last sentence of Section 9.08(b) (“Permitted Amendments”) pursuant to procedures
reasonably specified by the Administrative Agent and reasonably acceptable to Holdings. Such
notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii)
the date on which such Permitted Amendment is requested to become effective. Permitted Amendments
shall become effective only with respect to the Loans and Commitments of the Lenders of the
Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting
Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and
Commitments of such Affected Class as to which such Lender’s acceptance has been made.




     (b) Holdings, each Loan Party and each Accepting Lender shall execute and deliver to
the Administrative Agent a Loan Modification Agreement and such other documentation as the
Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted
Amendments and the terms and conditions thereof. The Administrative Agent shall promptly
notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the
parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement,
this Agreement shall be deemed amended to the extent (but only to the extent) necessary to
reflect the existence and terms of the Permitted Amendment evidenced thereby and only with



160









 






respect to the Loans and Commitments of the Accepting Lenders of the Affected Class.
Notwithstanding the foregoing, no Permitted Amendment shall become effective under this
Section 9.24 unless the Administrative Agent, to the extent so reasonably requested by the
Administrative Agent, shall have received legal opinions, board resolutions and/or an
officer’s certificate consistent with those delivered on the Closing Date under Section
4.02(a) and (c) of the Original Credit Agreement.



     SECTION 9.25. Release or Re-Assignment of Securitization Assets in Connection with a
Permitted Receivables Financing. In the event that Securitization Assets become subject to a
Permitted Receivables Financing, whether by transfer or conveyance or by placing a security
interest, trust or other encumbrance required by a Permitted Receivables Financing with respect to
such Securitization Assets, the Lien on such Securitization Assets (including proceeds thereof and
any deposit accounts holding exclusively such proceeds) will be automatically released or
re-assigned and, effective as of the Amendment No. 3 Effective Date, the Lenders hereby consent to
such release or re-assignment and any steps any Agent may take or request to give effect to such
release or re-assignment under the governing law of such Lien.



ARTICLE X




Guarantee



     SECTION 10.01. Guarantee. Each Guarantor hereby agrees that it is jointly and severally
liable for, as primary obligor and not merely as surety, and absolutely and unconditionally
guarantees to the Bank Secured Parties the prompt payment when due, whether at stated maturity,
upon acceleration after notice of prepayment or otherwise, and at all times thereafter, of the Bank
Obligations. Each Guarantor further agrees that the Bank Obligations may be extended or renewed in
whole or in part without notice to or further assent from it, and that it remains bound upon its
Guarantee notwithstanding any such extension or renewal.



     SECTION 10.02. Guarantee of Payment. This Guarantee is a guarantee of payment when due and
not of collection. Each Guarantor waives any right to require any Agent, any Issuing Bank or any
Bank Secured Party to sue any Borrower, any other Guarantor, any other guarantor, or any other
Person obligated for all or any part of the Bank Obligations (each, an “Obligated Party”), or
otherwise to enforce its rights in respect of any collateral securing all or any part of the Bank
Obligations.



     SECTION 10.03. No Discharge or Diminishment of Guarantee. (a) Except as otherwise
provided for herein or set forth on Schedule 10.03 (to the extent that such Schedule 10.03 includes
limitations and only in respect of the relevant Guarantors) or otherwise with the consent of the
Required Lenders, the obligations of each Guarantor hereunder are unconditional and absolute and
not subject to any reduction, limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Bank Obligations), including: (i) any claim of waiver,
release, extension, renewal, settlement, surrender, alteration or compromise of any of the Bank
Obligations,



161









 




by operation of law or otherwise; (ii) any change in the corporate existence, structure or
ownership of any Borrower or any other guarantor of or other Person liable for any of the Bank
Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting
any Obligated Party, or their assets or any resulting release or discharge of any obligation of any
Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Guarantor may
have at any time against any Obligated Party, any Agent, any Issuing Bank, any Bank Secured Party,
or any other Person, whether in connection herewith or in any unrelated transactions.





     (b) Subject to Section 10.03(d), the obligations of each Guarantor hereunder are not
subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by
reason of the invalidity, illegality, or unenforceability of any of the Bank Obligations or
otherwise, or any provision of applicable law or regulation purporting to prohibit payment by
any Obligated Party, of the Bank Obligations or any part thereof.




     (c) Further, subject to the limitations in Schedule 10.03 the obligations of any
Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure
of any Agent, any Issuing Bank or any Bank Secured Party to assert any claim or demand or to
enforce any remedy with respect to all or any part of the Bank Obligations; (ii) any waiver or
modification of or supplement to any provision of any agreement relating to the Bank
Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct
security for the obligations of any Borrower for all or any part of the Bank Obligations or
any obligations of any other guarantor of or other Person liable for any of the Bank
Obligations; (iv) any action or failure to act by any Agent, any Issuing Bank or any Bank
Secured Party with respect to any collateral securing any part of the Bank Obligations; or (v)
any default, failure or delay, willful or otherwise, in the payment or performance of any of
the Bank Obligations, or any other circumstance, act, omission or delay that might in any
manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a
discharge of any Guarantor as a matter of law or equity (other than the payment in full in
cash of the Bank Obligations).




     (d) Notwithstanding any provision to the contrary contained in this Agreement the Bank
Obligations and liabilities of each applicable Guarantor shall be limited by the applicable
local provisions and laws set forth in Schedule 10.03 with respect to such Guarantor.



     SECTION 10.04. Defenses Waived. To the fullest extent permitted by applicable law, each
Guarantor hereby waives any defense based on or arising out of any defense of any Borrower or any
Guarantor or the unenforceability of all or any part of the Bank Obligations from any cause, or the
cessation from any cause of the liability of the Borrower or any Guarantor, other than the
indefeasible payment in full in cash of the Bank Obligations. Furthermore, to the extent specified
in Schedule 10.03, each Guarantor waives the rights and defenses therein specified. Without
limiting the generality of the foregoing, each Guarantor irrevocably waives acceptance hereof,
presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided
for herein, as



162









 




well as any requirement that at any time any action be taken by any Person against any
Obligated Party, or any other Person. Any Collateral Agent may, at its election, foreclose or
enforce on any Collateral held by or on behalf of it by one or more judicial or nonjudicial sales,
accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act
with respect to any collateral securing all or a part of the Bank Obligations, and the
Administrative Agent may, at its election, compromise or adjust any part of the Bank Obligations,
make any other accommodation with any Obligated Party or exercise any other right or remedy
available to it against any Obligated Party, without affecting or impairing in any way the
liability of such Guarantor under this Guarantee except to the extent the Bank Obligations have
been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each
Guarantor waives any defense arising out of any such election even though that election may
operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or
subrogation or other right or remedy of any Guarantor against any Obligated Party or any security.




     SECTION 10.05. Rights of Subrogation. No Guarantor will assert any right, claim or cause of
action, including, without limitation, a claim of subrogation, contribution or indemnification that
it has against any Obligated Party (including against any Guarantor that is released from its
obligations hereunder pursuant to Section 10.12), or any Collateral, until the Loan Parties have
fully performed all their obligations to the Agents, the Issuing Banks and the Bank Secured Parties
and the other Secured Parties.



     SECTION 10.06. Reinstatement; Stay of Acceleration. If at any time any payment of any
portion of the Bank Obligations is rescinded or must otherwise be restored or returned upon the
insolvency, bankruptcy, or reorganization of any Borrower or otherwise, each Guarantor’s
obligations under this Guarantee with respect to that payment shall be reinstated at such time as
though the payment had not been made. If acceleration of the time for payment of any of the Bank
Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all such
amounts otherwise subject to acceleration under the terms of any agreement relating to the Bank
Obligations shall nonetheless be payable by the Guarantors forthwith on demand by the
Administrative Agent.



     SECTION 10.07. Information. Each Guarantor assumes all responsibility for being and keeping
itself informed of each Borrower’s financial condition and assets, and of all other circumstances
bearing upon the risk of nonpayment of the Bank Obligations and the nature, scope and extent of the
risks that each Guarantor assumes and incurs under this Guarantee, and agrees that none of any
Agent, any Issuing Bank or any Bank Secured Party or any other Secured Party shall have any duty to
advise any Guarantor of information known to it regarding those circumstances or risks.



     SECTION 10.08. Maximum Liability. The provisions of this Guarantee are severable, and in any
action or proceeding involving any state corporate law, or any state, Federal or foreign
bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if
the obligations of any Guarantor under this Guarantee would otherwise be held or determined to be
avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under
this Guarantee, then, notwithstanding any



163









 




other provision of this Guarantee to the contrary, the amount of such liability shall, without
any further action by the Guarantors or the Bank Secured Parties, be automatically limited and
reduced to the highest amount that is valid and enforceable as determined in such action or
proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum
Liability”). This Section with respect to the Maximum Liability of each Guarantor is intended
solely to preserve the rights of the Bank Secured Parties to the maximum extent not subject to
avoidance under applicable law, and no Guarantor nor any other Person or entity shall have any
right or claim under this Section with respect to such Maximum Liability, except to the extent
necessary so that the obligations of any Guarantor hereunder shall not be rendered voidable under
applicable law. Each Guarantor agrees that the Bank Obligations may at any time and from time to
time exceed the Maximum Liability of each Guarantor without impairing this Guarantee or affecting
the rights and remedies of the Bank Secured Parties hereunder; provided that nothing in this
sentence shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum
Liability.




     SECTION 10.09. Contribution. In the event any Guarantor (a “Paying Guarantor”) shall make
any payment or payments under this Guarantee or shall suffer any loss as a result of any
realization upon any collateral granted by it to secure its obligations under this Guarantee, each
other Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor an amount
equal to such Non-Paying Guarantor’s “Guarantor Percentage” of such payment or payments made, or
losses suffered, by such Paying Guarantor. For purposes of this Article X, each Non-Paying
Guarantor’s “Guarantor Percentage” with respect to any such payment or loss by a Paying Guarantor
shall be determined as of the date on which such payment or loss was made by reference to the ratio
of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any
right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying
Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received
by such Non-Paying Guarantor from any Borrower after the Closing Date (whether by loan, capital
infusion or by other means) to (ii) the aggregate Maximum Liability of all Guarantors hereunder
(including such Paying Guarantor) as of such date (without giving effect to any right to receive,
or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has
not been determined for any Guarantor, the aggregate amount of all monies received by such
Guarantors from any Borrower after the Closing Date (whether by loan, capital infusion or by other
means). Nothing in this provision shall affect any Guarantor’s several liability for the entire
amount of the Bank Obligations (up to such Guarantor’s Maximum Liability). Each of the Guarantors
covenants and agrees that its right to receive any contribution under this Guarantee from a
Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in
cash of the Bank Obligations. This provision is for the benefit of the Agents, the Issuing Banks,
the Lenders, the other Bank Secured Parties and the Guarantors and may be enforced by any one, or
more, or all of them in accordance with the terms hereof.



     SECTION 10.10. Subordination. Each Guarantor hereby agrees that all Indebtedness and other
monetary obligations owed by it to Holdings or any Subsidiary shall be fully subordinated to the
indefeasible payment in full in cash of the Obligations.



164









 





     SECTION 10.11. Liability Cumulative. The liability of each Loan Party as a Guarantor under
this Article X is in addition to and shall be cumulative with all liabilities of each Loan Party to
the Agents, the Issuing Banks, the Lenders and the other Bank Secured Parties under this Agreement
and the other Loan Documents to which such Loan Party is a party or in respect of any obligations
or liabilities of the other Loan Parties, without any limitation as to amount, unless the
instrument or agreement evidencing or creating such other liability specifically provides to the
contrary.



     SECTION 10.12. Release of Guarantors. Notwithstanding anything in Section 9.08(b) to the
contrary (i) a Guarantor that is a Subsidiary (other than BP I or any Borrower) shall automatically
be released from its obligations hereunder and its Guarantee shall be automatically released upon
the consummation of any transaction permitted hereunder as a result of which such Loan Guarantor
ceases to be a Subsidiary. In connection with any such release, the Agents shall execute and
deliver to any such Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall
reasonably request to evidence termination or release. Any execution and delivery of documents
pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty
by the Agents.



165









 





     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  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	


PACTIV CORPORATION,

 	 
	by  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	


REYNOLDS GROUP HOLDINGS LIMITED,

 	 
	by  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	


REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.,

 	 
	by  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	


SIG EURO HOLDING AG & CO KGAA,

 	 
	by  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 



166









 






	 	 	 	 	 



	 	 	 	 	 
	


SIG AUSTRIA HOLDING GMBH,

 	 
	by  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	


CLOSURE SYSTEMS INTERNATIONAL

HOLDINGS INC.,

 	 
	by  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	


CLOSURE SYSTEMS INTERNATIONAL BV,

 	 
	by  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	


[NAMES OF GUARANTORS],

 	 
	by  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 



167









 






	 	 	 	 	 



	 	 	 	 	 
	


CREDIT SUISSE AG, CAYMAN ISLANDS

BRANCH, individually and as Administrative

Agent and Issuing Bank,

 	 
	by  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 	 	 
	by  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 



168









 






	 	 	 	 	 



Schedule 1.01(a)

to the Second Amended and Restated Credit Agreement




Existing Letters of Credit





	1.	 	Letter of Credit No. LS2007/006 by order of SIG Euro Holding AG & Co. KGaA in favor of
Deutsche Bank AG for the amount of €20,000,000.00, expiring September 11, 2011.






	2.	 	Letter of Credit No. LS2007/007 by order of SIG Austria Holding GmbH in favor of Raffeisen
Zentralbank Oesterreich AG for the amount of €4,000,000.00, expiring September 11, 2011.





 









 





Schedule 1.01(b)

to the Second Amended and Restated Credit Agreement




Company Post-Closing Reorganization



See attached Company Post-Closing Reorganization slides.




 









 





Schedule 1.01(c)

to the Second Amended and Restated Credit Agreement




Excluded Subsidiaries



The following entities are Excluded Subsidiaries until Holdings otherwise notifies the
Administrative Agent in writing:



(a) denotes an investment in associate companies and joint ventures accounted for under the equity
method and not controlled by Holdings



(b) denotes an investment that is not accounted for as an associate company or joint venture under
the equity method




	 	 	 
	COUNTRY	 	COMPANY
	ARGENTINA
	 	 
	 

	 	ALUSUD ARGENTINA S.R.L.
	 

	 	SIG COMBIBLOC ARGENTINA S.R.L.
	BAHRAIN, KINGDOM OF
	 	 
	 

	 	GULF CLOSURES W.L.L.
	BULGARIA
	 	 
	 

	 	REYNOLDS CONSUMER PRODUCTS BULGARIA EOOD
	CHILE
	 	 
	 

	 	ALUSUD EMBALAJES CHILE LTDA.
	 

	 	SIG COMBIBLOC CHILE LIMITADA
	CHINA
	 	 
	 

	 	CLOSURE SYSTEMS INTERNATIONAL (GUANGZHOU) LIMITED
	 

	 	CLOSURE SYSTEMS INTERNATIONAL (WUHAN) LIMITED
	 

	 	CSI CLOSURE SYSTEMS (HANGZHOU) CO., LTD.
	 

	 	CSI CLOSURE SYSTEMS (TIANJIN) CO., LTD.
	 

	 	DONGGUAN PACTIV PACKAGING CO., LTD.
	 

	 	EVERGREEN PACKAGING (SHANGHAI) CO., LIMITED
	 

	 	REYNOLDS METALS (SHANGHAI) LTD.
	 

	 	SIG COMBIBLOC (SUZHOU) CO. LTD.
	 

	 	SIG COMBIBLOC PACKAGING TECHNOLOGY SERVICES
(SHANGHAI) CO. LTD. (IN LIQUIDATION)
	 

	 	ZHEIJING ZHONGBAO PACKAGING CO., LTD.
	COLOMBIA
	 	 
	 

	 	ALUSUD EMBALAJES COLOMBIA LTDA.
	CZECH REPUBLIC
	 	 
	 

	 	SIG COMBIBLOC S.R.O.
	EGYPT
	 	 
	 

	 	CLOSURE SYSTEMS INTERNATIONAL (EGYPT) LLC
	EL SALVADOR
	 	 
	 

	 	EVERGREEN PACKAGING DE EL SALVADOR S.A. DE C.V.
	FRANCE
	 	 
	 

	 	SIG COMBIBLOC S.A.R.L.
	GERMANY
	 	 
	 

	 	PACTIV FOREST PRODUCTS GmbH






 









 






	 	 	 
	COUNTRY	 	COMPANY
	GUERNSEY
	 	 
	 

	 	CRYSTAL INSURANCE COMPANY LIMITED
	 

	 	MANNEQUIN INSURANCE PCC LIMITED CELL SIG65 (b)
	HUNGARY
	 	 
	 

	 	SIG COMBIBLOC KFT
	INDIA
	 	 
	 

	 	CLOSURE SYSTEMS INTERNATIONAL (I) PRIVATE LIMITED
	 

	 	SIG BEVERAGE MACHINERY AND SYSTEMS (INDIA) PVT. LTD.
(IN LIQUIDATION)
	ISRAEL
	 	 
	 

	 	DUCART EVERGREEN PACKAGING LTD (a)
	 

	 	HA’LAKOACH HA’NEEMAN H’SHEESHIM OU’SHENAYIM LTD.
	ITALY
	 	 
	 

	 	SIG COMBIBLOC S.R.L.
	KOREA
	 	 
	 

	 	CLOSURE SYSTEMS INTERNATIONAL (KOREA), LTD.
	 

	 	EVERGREEN PACKAGING KOREA LIMITED
	 

	 	SIG COMBIBLOC KOREA LTD.
	LUXEMBOURG
	 	 
	 

	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.
	MEXICO
	 	 
	 

	 	MIDDLE AMERICA M.A., S.A. DE C.V. (IN LIQUIDATION)
	 

	 	SERVICIOS INTEGRALES DE OPERACIÓN, S.A. DE C.V.
	 

	 	SIG COMBIBLOC MÉXICO S.A. DE C.V.
	 

	 	SIG SIMONAZZI MÉXICO S.A. DE C.V. (IN LIQUIDATION)
	MOROCCO
	 	 
	 

	 	BANAWI EVERGREEN PACKAGING AFRICA SAS (b)
	NEPAL
	 	 
	 

	 	CLOSURE SYSTEMS INTERNATIONAL NEPAL PRIVATE LIMITED
	NETHERLANDS
	 	 
	 

	 	BEVERAGE PACKAGING HOLDINGS (NETHERLANDS) B.V.
	 

	 	PACTIV EUROPE B.V.
	 

	 	SIG COMBIBLOC B.V.
	PANAMA
	 	 
	 

	 	ENVASES PANAMA, S.A.
	PERU
	 	 
	 

	 	ALUSUD PERU S.A.
	PHILIPPINES
	 	 
	 

	 	CLOSURE SYSTEMS INTERNATIONAL (PHILIPPINES), INC.
	POLAND
	 	 
	 

	 	OMNI PAC POLAND SP Z.O.O.
	 

	 	SIG COMBIBLOC SP. Z.O.O.
	RUSSIA
	 	 
	 

	 	CSI VOSTOK LIMITED LIABILITY COMPANY
	 

	 	OOO SIG COMBIBLOC
	SAUDI ARABIA
	 	 
	 

	 	BANAWI EVERGREEN PACKAGING COMPANY LIMITED (a)
	 

	 	SIG COMBIBLOC OBEIKAN COMPANY LIMITED (a)






172









 





	 	 	 
	COUNTRY	 	COMPANY
	SINGAPORE
	 	 
	 

	 	PACTIV ASIA PTE LTD
	SPAIN
	 	 
	 

	 	CLOSURE SYSTEMS INTERNATIONAL ESPAÑA, S.L.U.
	 

	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (SPAIN), S.A.
	 

	 	REYNOLDS FOOD PACKAGING SPAIN, S.L.U.
	 

	 	SIG COMBIBLOC S.A.
	SWEDEN
	 	 
	 

	 	SIG COMBIBLOC AB
	SWITZERLAND
	 	 
	 

	 	WIBILEA AG (b)
	TAIWAN
	 	 
	 

	 	EVERGREEN PACKAGING (TAIWAN) CO. LIMITED
	 

	 	SIG COMBIBLOC TAIWAN LTD.
	TURKEY
	 	 
	 

	 	CLOSURE SYSTEMS INTERNATIONAL PLASTIK ITHALAT

IHRACAT SANAYI VE TICARET LIMITED SIRKETI
	 

	 	SIG COMBIBLOC PAKETLEME VE TICARET
LTD. ŞTI.
	UK
	 	 
	 

	 	ALPHA PRODUCTS (BRISTOL) LIMITED
	 

	 	PACTIV (CAERPHILLY) LIMITED
	 

	 	PACTIV (FILMS) LIMITED
	 

	 	PACTIV (STANLEY) LIMITED (IN LIQUIDATION)
	 

	 	PACTIV LIMITED (IN LIQUIDATION)
	UNITED ARAB EMIRATES
	 	 
	 

	 	SIG COMBIBLOC OBEIKAN FZCO (a)
	USA
	 	 
	 

	 	BUCEPAHALAS ACQUISITION CORP.
	 

	 	COAST-PACKING COMPANY (CALIFORNIA GENERAL

PARTNERSHIP)
	 

	 	PACTIV NA II LLC
	 

	 	THE CORINTH AND COUNCE RAILROAD COMPANY
	 

	 	ECLIPSE CLOSURES, LLC (b)
	VENEZUELA
	 	 
	 

	 	ALUSUD VENEZUELA S.A.
	VIETNAM
	 	 
	 

	 	SIG VIETNAM LTD.






173









 





Schedule 1.01(d)

to the Second Amended and Restated Credit Agreement




Mortgaged Property




	 	 	 
	Property Address	 	Record Owner
	7920 Mapleway Drive

Olmsted Falls, Ohio

	 	Blue Ridge Paper Products Inc.
	 
	 	 
	1500 South 14th Street

Clinton, Iowa

	 	Blue Ridge Paper Products Inc.
	 
	 	 
	175 Main Street

Canton, North Carolina



1329 Howell Mill Road

Waynesville, North Carolina

	 	Blue Ridge Paper Products Inc.
	 
	 	 
	600 DairyPak Road

Athens, Georgia

	 	Blue Ridge Paper Products Inc.
	 
	 	 
	1205 East Elmore Street

Crawfordsville, Indiana

	 	Closure Systems International Inc.
	 
	 	 
	1604 East Elmore Street

Crawfordsville, Indiana

	 	Closure Systems International Inc.
	 
	 	 
	8363 Metro Drive

Olive Branch, Mississippi

	 	Closure Systems International Inc.
	 
	 	 
	4915 Norman Road

Sandston, Virginia

	 	Closure Systems International Americas, Inc.
	 
	 	 
	2104 Henderson Way

Plant City, Florida

	 	Evergreen Packaging Inc.
	 
	 	 
	5201 Fairfield Road

Pine Bluff, Arkansas

	 	Evergreen Packaging Inc.
	 
	 	 
	1500 West Main Street

Turlock, California

	 	Evergreen Packaging Inc.
	 
	 	 
	172 Pactiv Way

Winchester, Virginia

	 	Pactiv Corporation
	 
	 	 
	777 Wheeling Road

Wheeling, Illinois

	 	Pactiv Corporation
	 
	 	 
	3300 Pegasus Drive

Temple, Texas

	 	Pactiv Corporation






 









 






	 	 	 
	Property Address	 	Record Owner
	1100 Taylor Road

Romeoville, Illinois

	 	Pactiv Corporation
	 
	 	 
	1000 Diamond Ave

Red Bluff, California

	 	Pactiv Corporation
	 
	 	 
	1900 West Field Court

Lake Forest, Illinois

	 	Pactiv Corporation
	 
	 	 
	2230 East Morton Ave

Jacksonville, Illinois

	 	Pactiv Corporation
	 
	 	 
	578 Old Jackson Highway

Jackson, South Carolina

	 	Pactiv Corporation
	 
	 	 
	437 Centre

Frankfort, Illinois

	 	Pactiv Corporation
	 
	 	 
	15101 Lake Forest Court

Covington, Georgia

	 	Pactiv Corporation
	 
	 	 
	2024 Norris Road

Bakersfield, California

	 	Pactiv Corporation
	 
	 	 
	1110 East 200 South

Lewiston, Utah

	 	Reynolds Consumer Products, Inc.
	 
	 	 
	2225 Philpott Road

South Boston, Virginia

	 	Reynolds Consumer Products, Inc.
	 
	 	 
	670 N. Perkins

Appleton, Wisconsin

	 	Reynolds Consumer Products, Inc.
	 
	 	 
	203 E. Third Avenue

Weyauwega, Wisconsin

	 	Reynolds Consumer Products, Inc.
	 
	 	 
	1333 Highway 270

Malvern, Arkansas

	 	Reynolds Foil Inc.
	 
	 	 
	2827 Hale Avenue

Louisville, Kentucky

	 	Reynolds Foil Inc.
	 
	 	 
	26 Center Street

Randolph, New York

	 	Reynolds Packaging Machinery Inc.
	 
	 	 
	1010 Energy Drive

Kilgore, Texas

	 	Southern Plastics Inc.






175









 






	 	 	 
	Property Address	 	Record Owner
	DE-52441 Linnich Rurstrasse 58, Germany

	 	SIG Combibloc GmbH (Germany)
	 
	 	 
	DE-06886 Wittenberg Platanweg 13, Germany

	 	SIG Combibloc GmbH (Germany)
	 
	 	 
	DE-67547 Worms Mainzer Strasse 185, 

Germany

	 	Closure Systems International
Deutschland Real Estate GmbH & Co.
KG (Germany)
	 
	 	 
	Indiana 435


Fracc. Industrial Valle de Saltillo


25100, Saltillo, Coahuila


Mexico

	 	The Bank of New York Mellon, S.A.,
Institución de Banca Múltiple,
exclusively in its capacity as
trustee under the Irrevocable
Security Trust Agreement with
Reversion Rights number F/00737
(Contrato de Fideicomiso de
Garantía con Derechos de Reversión
No. F/00737), executed by and among
CSI en Saltillo, S. de R.L. de C.V.
(formerly named Alcoa CSI de Mexico
en Saltillo, S. de R.L. de C.V.,
and formerly named H-C Industries
de Mexico, S.A. 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.
	 
	 	 
	Lot 1 Deposited Plan 21268 (SA657/97)

	 	Whakatane Mill Limited (New Zealand)
	 
	 	 
	Lot 1 Deposited Plan South Auckland 713

(SA1006/36)

	 	Whakatane Mill Limited (New Zealand)
	 
	 	 
	Lot 3 Deposited Plan 11091 (SA658/133)

	 	Whakatane Mill Limited (New Zealand)
	 
	 	 
	Lot 2 Deposited Plan 25604 (SA5B/958)

	 	Whakatane Mill Limited (New Zealand)
	 
	 	 
	Allotment 308-309 Parish of Rangitaiki

(SA26C/782)

	 	Whakatane Mill Limited (New Zealand)
	 
	 	 
	Lot 1-3 Deposited Plan South Auckland 5082

(SA1743/3)

	 	Whakatane Mill Limited (New Zealand)
	 
	 	 
	Lot 4 and Part Lot 3 Deposited Plan 21268

(SA1443/56)

	 	Whakatane Mill Limited (New Zealand)






176









 






	 	 	 
	Property Address	 	Record Owner
	Lot 1 Deposited Plan 30647 (SA802/138)

	 	Whakatane Mill Limited (New Zealand)
	 
	 	 
	Deposited Plan 25358 (SA685/3)

	 	Whakatane Mill Limited (New Zealand)
	 
	 	 
	Allotment 163 Rangitaiki Parish (SA942/52)

	 	Whakatane Mill Limited (New Zealand)






177









 





Schedule 1.01(e)

to the Second Amended and Restated Credit Agreement




Subsidiary Guarantors




	 	 	 
	COUNTRY	 	COMPANY
	AUSTRALIA
	 	 
	 

	 	WHAKATANE MILL AUSTRALIA PTY LIMITED
	AUSTRIA
	 	 
	 

	 	SIG AUSTRIA HOLDING GMBH
	 

	 	SIG COMBIBLOC GMBH
	 

	 	SIG COMBIBLOC GMBH & CO. KG
	BRAZIL
	 	 
	 

	 	CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE
VEDACAO LTDA.
	 

	 	SIG BEVERAGES BRASIL LTDA.
	 

	 	SIG COMBIBLOC DO BRASIL LTDA.
	BRITISH VIRGIN ISLANDS
	 	 
	 

	 	CSI LATIN AMERICAN HOLDINGS CORPORATION
	CANADA
	 	 
	 

	 	EVERGREEN PACKAGING CANADA LIMITED
	 

	 	PACTIV CANADA INC.
	 

	 	DOPACO CANADA, INC.
	 

	 	GARVEN INCORPORATED
	 

	 	CONFERENCE CUP LTD.
	COSTA RICA
	 	 
	 

	 	CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA,

SOCIEDAD DE RESPONSABILIDAD LIMITADA
	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
	 

	 	PACTIV HAMBURG HOLDINGS GMBH
	 

	 	PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH
	 

	 	OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL
	 

	 	OMNI-PAC GMBH VERPACKUNGSMITTEL
	GUERNSEY
	 	 
	 

	 	SIG ASSET HOLDINGS LIMITED
	HONG KONG
	 	 
	 

	 	SIG COMBIBLOC LIMITED
	 

	 	CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED
	 

	 	EVERGREEN PACKAGING (HONG KONG) LIMITED






 









 






	 	 	 
	COUNTRY	 	COMPANY
	HUNGARY
	 	 
	 

	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (HUNGARY) KFT
	 

	 	CSI HUNGARY KFT
	JAPAN
	 	 
	 

	 	CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED
	 

	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK
	LUXEMBOURG
	 	 
	 

	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I 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.
	 

	 	CENTRAL DE BOLSAS, S. DE R.L. DE C.V.
	 

	 	GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.
	 

	 	SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.
	 

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

	 	PACTIV MEXICO, 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
	 	 
	 

	 	WHAKATANE MILL LIMITED
	SWITZERLAND
	 	 
	 

	 	SIG COMBIBLOC GROUP AG
	 

	 	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.
	UNITED KINGDOM
	 	 
	 

	 	SIG COMBIBLOC LIMITED
	 

	 	CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED
	 

	 	REYNOLDS SUBCO (UK) LIMITED
	 

	 	SIG HOLDINGS (UK) LIMITED
	 

	 	REYNOLDS CONSUMER PRODUCTS (UK) LIMITED






179









 






	 	 	 
	COUNTRY	 	COMPANY
	 

	 	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.
	 

	 	BLUE RIDGE HOLDING CORP.
	 

	 	BLUE RIDGE PAPER PRODUCTS INC.
	 

	 	BRPP, LLC
	 

	 	CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
	 

	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.
	 

	 	CLOSURE SYSTEMS INTERNATIONAL INC.
	 

	 	CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
	 

	 	CLOSURE SYSTEMS MEXICO HOLDINGS LLC
	 

	 	DOPACO, INC.
	 

	 	CSI MEXICO LLC
	 

	 	CSI SALES & TECHNICAL SERVICES INC.
	 

	 	EVERGREEN PACKAGING INC.
	 

	 	EVERGREEN PACKAGING INTERNATIONAL (US) INC.
	 

	 	EVERGREEN PACKAGING USA INC.
	 

	 	NEWSPRING INDUSTRIAL CORP.
	 

	 	PACTIV CORPORATION
	 

	 	PACTIV FACTORING LLC
	 

	 	PACTIV GERMANY HOLDINGS, INC.
	 

	 	PACTIV INTERNATIONAL HOLDINGS INC.
	 

	 	PACTIV MANAGEMENT COMPANY LLC
	 

	 	PACTIV RETIREMENT ADMINISTRATION LLC
	 

	 	PACTIV RSA LLC
	 

	 	PCA WEST INC.
	 

	 	PRAIRIE PACKAGING, INC.
	 

	 	PWP HOLDINGS, INC.
	 

	 	PWP INDUSTRIES, INC.
	 

	 	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.
	 

	 	REYNOLDS CONSUMER PRODUCTS, INC.
	 

	 	REYNOLDS FLEXIBLE PACKAGING INC.
	 

	 	REYNOLDS FOIL INC.
	 

	 	REYNOLDS FOOD PACKAGING LLC
	 

	 	REYNOLDS GROUP HOLDINGS INC.
	 

	 	REYNOLDS GROUP ISSUER INC.
	 

	 	REYNOLDS GROUP ISSUER LLC
	 

	 	REYNOLDS SERVICES INC.
	 

	 	REYNOLDS PACKAGING INC.






180









 






	 	 	 
	COUNTRY	 	COMPANY
	 

	 	REYNOLDS PACKAGING KAMA INC.
	 

	 	REYNOLDS PACKAGING LLC
	 

	 	SIG HOLDING USA INC.
	 

	 	SIG COMBIBLOC INC.
	 

	 	SOUTHERN PLASTICS, INC.
	 

	 	ULTRA PAC, INC.






181









 





Schedule 1.01(f)

to the Second Amended and Restated Credit Agreement




Transactions



See attached Project Swing Steps Plan & Structure Chart slides.






 









 








Schedule 2.01

to the Second Amended and Restated Credit Agreement




Lenders and Commitments




	 	 	 	 	 	 	 
	 	 	US Revolving	 	European Revolving	 	Tranche C Term
	Lender	 	Credit Commitment	 	Credit Commitment	 	Loan Commitment
	CREDIT SUISSE AG
	 	 	 	€16,670,000.00
	 	$2,000,000,000.00
	 	 	 	 	 	 	 
	AUSTRALIA AND NEW 

ZEALAND BANKING 

GROUP LIMITED
	 	 	 	€16,670,000.00	 	 
	 	 	 	 	 	 	 
	DZ BANK AG
	 	 	 	€10,000,000.00	 	 
	 	 	 	 	 	 	 
	COOPERATIEVE 

CENTRALE RAIFFEISEN 

BOERENLEENBANK B.A.
	 	 	 	€23,940,000.00	 	 
	 	 	 	 	 	 	 
	SUMITOMO MITSUI 

BANKING CORP
	 	$11,133,000.00
	 	€12,720,000.00	 	 
	 	 	 	 	 	 	 
	BOS INTERNATIONAL

(AUSTRALIA) LTD
	 	$30,000,000.00	 	 	 	 
	 	 	 	 	 	 	 
	COMMONWEALTH BANK 

OF AUSTRALIA
	 	$10,000,000.00	 	 	 	 
	 	 	 	 	 	 	 
	WESTPAC BANKING CORP
	 	$25,000,000.00	 	 	 	 
	 	 	 	 	 	 	 
	CITIBANK, N.A.
	 	$8,867,000.00	 	 	 	 
	 	 	 	 	 	 	 
	HSBC BANK USA,
NATIONAL
ASSOCIATION
	 	$10,000,000.00	 	 	 	 
	 	 	 	 	 	 	 
	MIZUHO CORPORATE 

BANK, LTD.
	 	$25,000,000.00	 	 	 	 
	 	 	 	 	 	 	 
	TOTAL
	 	$120,000,000.00
	 	€80,000,000.00
	 	$2,000,000,000.00






 









 





Schedule 3.04

to the Second Amended and Restated Credit Agreement




Governmental Approvals



None.





 













 





Schedule 3.08

to the Second Amended and Restated Credit Agreement




Subsidiaries



(a) denotes non-Wholly Owned Subsidiaries



(b) denotes an investment in associate companies and joint ventures accounted for under the equity
method and not controlled by Holdings



(c) denotes an investment that is not accounted for as an associate company or joint venture under
the equity method



(d) held as a nominee or on trust for the majority shareholder of the applicable entity



(e) directors hold the remaining interests in the entity



(f) Evergreen Packaging International B.V. holds a 50% interest in this shareholder




	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF 
INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	ALUSUD ARGENTINA S.R.L.
	 	ARGENTINA	 	CSI LATIN AMERICAN HOLDINGS CORPORATION	 	 	95	 	 	8,662,750 QUOTAS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	5	 	 	455,934 QUOTAS
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC ARGENTINA S.R.L.
	 	ARGENTINA	 	SIG COMBIBLOC DO BRASIL LTDA	 	 	97.7	 	 	14,844 QUOTAS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG COMBIBLOC GMBH, AUSTRIA	 	 	2.3	 	 	348 QUOTAS
	 
	 	 	 	 	 	 	 	 	 	 
	WHAKATANE MILL AUSTRALIA PTY LIMITED
	 	AUSTRALIA	 	WHAKATANE MILL LIMITED	 	 	100	 	 	10 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	SIG AUSTRIA HOLDING GMBH
	 	AUSTRIA	 	SIG COMBIBLOC GROUP AG	 	 	100	 	 	1 SHARE
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC GMBH
	 	AUSTRIA	 	SIG COMBIBLOC GROUP AG	 	 	100	 	 	1 SHARE
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC GMBH & CO. KG
	 	AUSTRIA	 	SIG AUSTRIA HOLDING GMBH	 	 	99.984	 	 	1 LIMITED PARTNER
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG COMBIBLOC GMBH, AUSTRIA	 	 	0.016	 	 	1 GENERAL PARTNER






 









 






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF 
INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	GULF CLOSURES W.L.L. (a)
	 	BAHRAIN, KINGDOM OF	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	49	 	 	7,399 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDACAO LTDA.
	 	BRAZIL	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	99.999996	 	 	24,833,565 QUOTAS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.	 	 	0.000004	 	 	1 QUOTA
	 
	 	 	 	 	 	 	 	 	 	 
	SIG BEVERAGES BRASIL LTDA
	 	BRAZIL	 	SIG EURO HOLDING AG & CO KG AA	 	 	99.99	 	 	1,093,274,329 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG BEVERAGES GERMANY GMBH	 	 	0.01	 	 	10 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC DO BRASIL LTDA
	 	BRAZIL	 	SIG AUSTRIA HOLDING GMBH	 	 	99.99	 	 	180,573,961 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG COMBIBLOC S.A., SPAIN	 	 	0.01	 	 	1 SHARE
	 
	 	 	 	 	 	 	 	 	 	 
	CSI LATIN AMERICAN HOLDINGS CORPORATION
	 	BRITISH VIRGIN ISL.	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	100	 	 	889,282 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS CONSUMER PRODUCTS BULGARIA EOOD
	 	BULGARIA	 	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.	 	 	100	 	 	10,500 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	EVERGREEN PACKAGING CANADA LIMITED
	 	CANADA	 	EVERGREEN PACKAGING INTERNATIONAL B.V.	 	 	100	 	 	11,000,001 COMMON SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV CANADA INC.
	 	CANADA	 	REYNOLDS PACKAGING INTERNATIONAL B.V.	 	 	100	 	 	6,988,001 COMMON SHARERS
	 
	 	 	 	 	 	 	 	 	 	 
	DOPACO CANADA, INC.
	 	CANADA	 	PACTIV CANADA INC.	 	 	100	 	 	1 COMMON SHARE
	 
	 	 	 	 	 	 	 	 	 	 
	GARVEN INCORPORATED
	 	CANADA	 	DOPACO CANADA, INC.	 	 	100	 	 	240 COMMON SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	CONFERENCE CUP LTD.
	 	CANADA	 	GARVEN INCORPORATED	 	 	100	 	 	300 COMMON SHARES 1,636,855,894 CLASS A SPECIAL SHARES






186









 






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF 
INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	ALUSUD EMBALAJES CHILE LTDA.
	 	CHILE	 	CSI LATIN AMERICAN HOLDINGS CORPORATION	 	 	99.3059	 	 	OF QUOTAS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	0.6941	 	 	OF QUOTAS
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC CHILE LIMITADA
	 	CHILE	 	SIG COMBIBLOC DO BRASIL LTDA	 	 	99.9975	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SMART, CRISTIAN EYZAGUIRRE (d)	 	 	0.0025	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL (GUANGZHOU) LIMITED
	 	CHINA	 	CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL (WUHAN) LIMITED
	 	CHINA	 	CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	CSI CLOSURE SYSTEMS (HANGZHOU) CO., LTD.
	 	CHINA	 	CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	CSI CLOSURE SYSTEMS (TIANJIN) CO., LTD.
	 	CHINA	 	CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	DONGGUAN PACTIV PACKAGING CO., LTD. (a)
	 	CHINA	 	PACTIV ASIA PTE LTD	 	 	51	 	 	1,428,000 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	EVERGREEN PACKAGING (SHANGHAI) CO., LIMITED
	 	CHINA	 	EVERGREEN PACKAGING INTERNATIONAL B.V.	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS METALS (SHANGHAI) LTD.
	 	CHINA	 	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC (SUZHOU) CO. LTD.
	 	CHINA	 	SIG COMBIBLOC GROUP AG	 	 	100	 	 	N/A






187









 






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF 
INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	SIG COMBIBLOC PACKAGING TECHNOLOGY SERVICES (SHANGHAI) CO. LTD. (IN LIQUIDATION)
	 	CHINA	 	SIG COMBIBLOC GROUP AG	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	ZHEJIANG ZHONGBAO PACKAGING CO., LTD. (a)
	 	CHINA	 	PACTIV ASIA PTE LTD	 	 	62.5	 	 	12,050,000 UNITS
	 
	 	 	 	 	 	 	 	 	 	 
	ALUSUD EMBALAJES COLOMBIA LTDA.
	 	COLOMBIA	 	CSI LATIN AMERICAN HOLDINGS CORPORATION	 	 	99.99922	 	 	8,100,864,800 QUOTAS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	0.00078	 	 	63,000 QUOTAS
	 
	 	 	 	 	 	 	 	 	 	 
	CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA, SOCIEDAD DE RESPONSABILIDAD
LIMITADA
	 	COSTA RICA	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	100	 	 	10 Quotas (SERIES A)
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC S.R.O.
	 	CZECH REPUBLIC	 	SIG AUSTRIA HOLDING GMBH	 	 	99	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG COMBIBLOC GMBH, AUSTRIA	 	 	1	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL (EGYPT) LLC
	 	EGYPT	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	99	 	 	27,720 QUOTAS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CLOSURE SYSTEMS INTERNATIONAL INC.	 	 	1	 	 	280 QUOTAS
	 
	 	 	 	 	 	 	 	 	 	 
	EVERGREEN PACKAGING DE EL SALVADOR S.A. DE C.V.
	 	EL SALVADOR	 	EVERGREEN PACKAGING INTERNATIONAL B.V.	 	 	99.99972	 	 	358,749 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG COMBIBLOC HOLDING GMBH	 	 	0.00028	 	 	1 SHARE
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC S.A.R.L.
	 	FRANCE	 	SIG COMBIBLOC GMBH, GERMANY	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH
	 	GERMANY	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH	 	 	100	 	 	N/A






188









 






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF
 INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH
	 	GERMANY	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL
	 	GERMANY	 	PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	OMNI-PAC GMBH VERPACKUNGSMITTEL
	 	GERMANY	 	PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH
	 	GERMANY	 	PACTIV HAMBURG HOLDINGS GMBH	 	 	94	 	 	23,500 UNITS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	PACTIV CORPORATION	 	 	6	 	 	1,500 UNITS
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV FOREST PRODUCTS GMBH
	 	GERMANY	 	PACTIV CORPORATION	 	 	50	 	 	511,300 UNITS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	PACTIV GERMANY HOLDINGS, INC.	 	 	50	 	 	511,300 UNITS
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV HAMBURG HOLDINGS GMBH
	 	GERMANY	 	SIG COMBIBLOC HOLDING GMBH	 	 	100	 	 	25,000 UNITS
	 
	 	 	 	 	 	 	 	 	 	 
	SIG BEVERAGES GERMANY GMBH
	 	GERMANY	 	SIG EURO HOLDING AG & CO KG AA	 	 	100	 	 	1 SHARE OF EUR 50,000
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC GMBH
	 	GERMANY	 	SIG COMBIBLOC HOLDING GMBH	 	 	99	 	 	1 SHARE OF EUR 30,392,500 AND 1 SHARE OF EUR 500
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG EURO HOLDING AG & CO KG AA	 	 	1	 	 	1 SHARE OF EUR 307,000
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC HOLDING GMBH
	 	GERMANY	 	SIG EURO HOLDING AG & CO KG AA	 	 	94.99	 	 	1 SHARE OF EUR 4,939,480
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG COMBIBLOC GROUP AG	 	 	5.01	 	 	1 SHARE OF EUR 260,520
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC SYSTEMS GMBH
	 	GERMANY	 	SIG COMBIBLOC HOLDING GMBH	 	 	100	 	 	1 SHARE OF EUR 1,000,000
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH
	 	GERMANY	 	SIG COMBIBLOC SYSTEMS GMBH	 	 	100	 	 	1 SHARE OF EUR 256,000






189









 






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF 
INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	SIG EURO HOLDING AG & CO. KGAA
	 	GERMANY	 	SIG AUSTRIA HOLDING GMBH	 	 	94.99	 	 	9,499 REGISTERED
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG COMBIBLOC GROUP AG	 	 	5.01	 	 	501 REGISTERED
	 
	 	 	 	 	 	 	 	 	 	 
	SIG INFORMATION TECHNOLOGY GMBH
	 	GERMANY	 	SIG EURO HOLDING AG & CO KG AA	 	 	100	 	 	1 SHARE OF EUR 100,000 AND 1 SHARE OF EUR 400,000
	 
	 	 	 	 	 	 	 	 	 	 
	SIG INTERNATIONAL SERVICES GMBH
	 	GERMANY	 	SIG EURO HOLDING AG & CO KG AA	 	 	100	 	 	1 SHARE OF EUR 1,000,000
	 
	 	 	 	 	 	 	 	 	 	 
	SIG VIETNAM BETEILIGUNGS GMBH
	 	GERMANY	 	SIG COMBIBLOC HOLDING GMBH	 	 	100	 	 	1 SHARE OF EUR 25,000
	 
	 	 	 	 	 	 	 	 	 	 
	CRYSTAL INSURANCE COMPANY LIMITED
	 	GUERNSEY	 	SIG ASSET HOLDINGS LIMITED	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	MANNEQUIN INSURANCE PCC LIMITED CELL SIG65(c)
	 	GUERNSEY	 	SIG ASSET HOLDINGS LIMITED	 	 	100	 	 	1,100
	 
	 	 	 	 	 	 	 	 	 	 
	SIG ASSET HOLDINGS LIMITED
	 	GUERNSEY	 	SIG COMBIBLOC GROUP AG	 	 	100	 	 	656 ORDINARY AND 81,647 NON-VOTING RED PREF
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED
	 	HONG KONG	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	100	 	 	725,353 CLASS A ORDINARY AND 1 CLASS B NON-VOTING
	 
	 	 	 	 	 	 	 	 	 	 
	EVERGREEN PACKAGING (HONG KONG) LIMITED
	 	HONG KONG	 	EVERGREEN PACKAGING INTERNATIONAL B.V.	 	 	100	 	 	1 SHARE
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC LIMITED
	 	HONG KONG	 	SIG COMBIBLOC GROUP AG	 	 	100	 	 	1,029,042,836 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (HUNGARY) KFT.
	 	HUNGARY	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	100	 	 	1 ORDINARY BUSINESS QUOTA
	 
	 	 	 	 	 	 	 	 	 	 
	CSI HUNGARY KFT.
	 	HUNGARY	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	100	 	 	1 ORDINARY BUSINESS QUOTA
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC KFT
	 	HUNGARY	 	SIG AUSTRIA HOLDING GMBH	 	 	99.05	 	 	2 ORDINARY BUSINESS QUOTAS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG COMBIBLOC GMBH, AUSTRIA	 	 	0.95	 	 	 






190









 





	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF 
INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	CLOSURE SYSTEMS INTERNATIONAL (I) PRIVATE LIMITED
	 	INDIA	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	99.9998	 	 	975,205 EQUITY SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.	 	 	0.0002	 	 	1 EQUITY SHARE
	 
	 	 	 	 	 	 	 	 	 	 
	SIG BEVERAGE MACHINERY AND SYSTEMS (INDIA) PVT. LTD. (IN LIQUIDATION) (a)
	 	INDIA	 	SIG EURO HOLDING AG & CO KG AA	 	 	99.98	(e)	 	854,400 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	DUCART EVERGREEN PACKAGING LTD (b)
	 	ISRAEL	 	EVERGREEN PACKAGING INTERNATIONAL B.V.	 	 	50	 	 	100 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	HA’LAKOACH HA’NEEMAN H’SHEESHIM OU’SHENAYIM LTD.
	 	ISRAEL	 	PACTIV INTERNATIONAL HOLDINGS INC.	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC S.R.L.
	 	ITALY	 	SIG AUSTRIA HOLDING GMBH	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK
	 	JAPAN	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	100	 	 	2 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED
	 	JAPAN	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK	 	 	100	 	 	174 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL (KOREA), LTD.
	 	KOREA	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	100	 	 	510,000 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	EVERGREEN PACKAGING KOREA LIMITED
	 	KOREA	 	EVERGREEN PACKAGING INTERNATIONAL B.V.	 	 	100	 	 	89,948 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC KOREA LTD.
	 	KOREA	 	SIG COMBIBLOC LTD. (THAILAND)	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
	 	LUXEMBOURG	 	REYNOLDS GROUP HOLDINGS LIMITED	 	 	100	 	 	13,063,527 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.
	 	LUXEMBOURG	 	REYNOLDS GROUP HOLDINGS LIMITED	 	 	100	 	 	1,000 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.
	 	LUXEMBOURG	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG)

 I S.A.	 	 	100	 	 	16,198,773 SHARES






191









 







	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF 
INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	EVERGREEN PACKAGING (LUXEMBOURG) S.A.R.L.
	 	LUXEMBOURG	 	SIG COMBIBLOC HOLDING GMBH	 	 	100	 	 	500 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
	 	LUXEMBOURG	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.	 	 	100	 	 	3,306 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.
	 	MEXICO	 	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.	 	 	99.9996	 	 	243,596 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	0.0004	 	 	1 SHARE
	 
	 	 	 	 	 	 	 	 	 	 
	CENTRAL DE BOLSAS S. DE R.L DE C.V.
	 	MEXICO	 	CSI EN SALTILLO, S. DE R.L. DE C.V.	 	 	99.99	 	 	1 EQUITY PARTICIPATION OF $1,069,004,270 PESOS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.	 	 	0.01	 	 	1 EQUITY PARTICIPATION OF $1 PESO
	 
	 	 	 	 	 	 	 	 	 	 
	CSI EN ENSENADA, S. DE R.L. DE C.V.
	 	MEXICO	 	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.	 	 	99.9999992	 	 	2 EQUITY PARTICIPATIONS OF $132,876,531 PESOS IN THE AGGREGATE
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CSI EN SALTILLO, S. DE R.L. DE C.V.	 	 	0.0000008	 	 	1 EQUITY PARTICIPATION OF $1 PESO
	 
	 	 	 	 	 	 	 	 	 	 
	CSI EN SALTILLO, S. DE R.L. DE C.V.
	 	MEXICO	 	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.	 	 	99.9999906	 	 	2 EQUITY PARTICIPATIONS OF $31,814,675 PESOS IN THE AGGREGATE
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CSI MEXICO LLC	 	 	0.0000094	 	 	2 EQUITY PARTICIPATIONS OF $3 PESOS IN THE AGGREGATE






192









 






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF
 INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	CSI TECNISERVICIO, S. DE R.L. DE C.V.
	 	MEXICO	 	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.	 	 	99.9999955	 	 	2 EQUITY PARTICIPATIONS OF $22,064,404 PESOS IN THE AGGREGATE
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CSI EN SALTILLO, S. DE R.L. DE C.V.	 	 	0.0000045	 	 	1 EQUITY PARTICIPATION OF $1 PESO
	 
	 	 	 	 	 	 	 	 	 	 
	EVERGREEN PACKAGING MEXICO, S. DE R.L. DE C.V.
	 	MEXICO	 	EVERGREEN PACKAGING INTERNATIONAL B.V.	 	 	99.6667	 	 	1 EQUITY PARTICIPATION OF $2,990 PESOS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	EVERGREEN PACKAGING INC.	 	 	0.3333	 	 	1 EQUITY PARTICIPATION OF $10 PESOS
	 
	 	 	 	 	 	 	 	 	 	 
	GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.
	 	MEXICO	 	CENTRAL DE BOLSAS, S. DE R.L. DE C.V.	 	 	98.83	 	 	2,430,050 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.	 	 	1.17	 	 	28,943 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	GRUPO CSI DE MÉXICO, S. DE R.L. DE C.V.
	 	MEXICO	 	CSI MEXICO LLC	 	 	52.5	 	 	1 EQUITY PARTICIPATION OF $94,265,462.41 PESOS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CLOSURE SYSTEMS MEXICO HOLDINGS LLC	 	 	42.5	 	 	2 EQUITY PARTICIPATIONS OF $76,378,902.79 PESOS IN THE AGGREGATE
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	5	 	 	1 EQUITY PARTICIPATION OF $8,981,282.38 PESOS
	 
	 	 	 	 	 	 	 	 	 	 
	MAXPACK, S. DE R.L. DE C.V.
	 	MEXICO	 	REYNOLDS PACKAGING INTERNATIONAL B.V.	 	 	99.99998	 	 	2 EQUITY PARTICIPATIONS OF $4,999,999 PESOS IN THE AGGREGATE
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	REYNOLDS METALS COMPANY DE MEXICO, S. DE R.L. DE C.V.	 	 	0.00002	 	 	1 EQUITY PARTICIPATION OF $1 PESO






193









 






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF
 INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	MIDDLE AMERICA M.A., S.A. DE C.V. (IN LIQUIDATION)
	 	MEXICO	 	SIG EURO HOLDING AG & CO KG AA	 	 	99.99	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG COMBIBLOC MEXICO S.A DE C.V.	 	 	0.01	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV MEXICO, S. DE R.L. DE C.V.
	 	MEXICO	 	PACTIV INTERNATIONAL HOLDINGS INC	 	 	99.998	 	 	1 EQUITY PARTICIPATION OF $49,999 PESOS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	PACTIV CORPORATION	 	 	0.002	 	 	1 EQUITY PARTICIPATION OF $1 PESO
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS METALS COMPANY DE MEXICO, S. DE R.L. DE C.V.
	 	MEXICO	 	REYNOLDS PACKAGING INTERNATIONAL B.V.	 	 	99.99	 	 	1 EQUITY PARTICIPATION OF $744,562 PESOS
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	0.01	 	 	1 EQUITY PARTICIPATION OF $30 PESOS
	 
	 	 	 	 	 	 	 	 	 	 
	SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.
	 	MEXICO	 	CENTRAL DE BOLSAS, S. DE R.L. DE C.V.	 	 	99.999	 	 	729,549 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.	 	 	0.001	 	 	1 SHARE
	 
	 	 	 	 	 	 	 	 	 	 
	SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.
	 	MEXICO	 	CENTRAL DE BOLSAS, S. DE R.L. DE C.V.	 	 	99.998	 	 	49,999 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.	 	 	0.002	 	 	1 SHARE
	 
	 	 	 	 	 	 	 	 	 	 
	SERVICIOS INTEGRALES DE OPERACION, S.A. DE C.V.
	 	MEXICO	 	PACTIV MEXICO, S. DE R.L. C.V.	 	 	99.998	 	 	49,999 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	PACTIV CORPORATION	 	 	0.002	 	 	1 SHARE
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC MÉXICO S.A. DE C.V.
	 	MEXICO	 	SIG COMBIBLOC INC	 	 	99.9	 	 	999 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG HOLDING USA INC	 	 	0.1	 	 	1 SHARE






194









 






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF 
INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	SIG SIMONAZZI MÉXICO S.A. DE C.V. (IN LIQUIDATION)
	 	MEXICO	 	SIG EURO HOLDING AG & CO KG AA	 	 	99.99	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CONZALEZ DE CASTILLA, FERNAN (d)	 	 	0.01	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	TECNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.
	 	MEXICO	 	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.	 	 	98	 	 	49 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	2	 	 	1 SHARE
	 
	 	 	 	 	 	 	 	 	 	 
	BANAWI
EVERGREEN PACKAGING AFRICA 
SAS (c)
	 	MOROCCO	 	BANAWI EVERGREEN PACKAGING COMPANY LIMITED (f)	 	 	98	 	 	980 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	EVERGREEN PACKAGING INTERNATIONAL B.V.	 	 	1	 	 	10 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL NEPAL PRIVATE LIMITED (a)
	 	NEPAL	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	76	 	 	3,176,960 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	BEVERAGE PACKAGING HOLDINGS (NETHERLANDS) B.V.
	 	NETHERLANDS	 	REYNOLDS PACKAGING INTERNATIONAL B.V.	 	 	100	 	 	180 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL B.V.
	 	NETHERLANDS	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.	 	 	100	 	 	180 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	EVERGREEN PACKAGING INTERNATIONAL B.V.
	 	NETHERLANDS	 	EVERGREEN PACKAGING (LUXEMBOURG) S.A.R.L.	 	 	100	 	 	186 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV EUROPE B.V.
	 	NETHERLANDS	 	PACTIV CORPORATION	 	 	100	 	 	176 COMMON, 12 PREFERRED A AND 12 PREFERRED B
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.
	 	NETHERLANDS	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	100	 	 	181 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS PACKAGING INTERNATIONAL B.V.
	 	NETHERLANDS	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	100	 	 	180 ORDINARY






195









 






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF 
INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	SIG COMBIBLOC B.V.
	 	NETHERLANDS	 	SIG COMBIBLOC GMBH, GERMANY	 	 	100	 	 	5,000 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	WHAKATANE MILL LIMITED
	 	NEW ZEALAND	 	SIG COMBIBLOC HOLDING GMBH	 	 	100	 	 	10,100 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	ENVASES PANAMA, S.A.
	 	PANAMA	 	EVERGREEN PACKAGING INTERNATIONAL B.V.	 	 	100	 	 	241,000 ACCIONNES
	 
	 	 	 	 	 	 	 	 	 	 
	ALUSUD PERU S.A.
	 	PERU	 	CSI LATIN AMERICAN HOLDINGS CORPORATION	 	 	99.99996	 	 	2,347,018
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	0.00004	 	 	1
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL (PHILIPPINES), INC.
	 	PHILIPPINES	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	99.9996	 	 	1,426,220 COMMON
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SMITH, ROBERT EUGENE (d)	 	 	0.00007	 	 	1 COMMON
	 
	 	 	 	MANALANG, ARNEL (d)	 	 	0.00007	 	 	1 COMMON
	 
	 	 	 	ORTIZ, RAYMUNDO (d)	 	 	0.00007	 	 	1 COMMON
	 
	 	 	 	REYES, GLENDA (d)	 	 	0.00007	 	 	1 COMMON
	 
	 	 	 	SANGALANG, OLIVER (d)	 	 	0.00007	 	 	1 COMMON
	 
	 	 	 	 	 	 	 	 	 	 
	OMNI PAC POLAND SP Z.O.O.
	 	POLAND	 	OMNI PAC EKCO GMBH VERPACKUNGSMITTEL	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC SP. Z.O.O.
	 	POLAND	 	SIG AUSTRIA HOLDING GMBH	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	CSI VOSTOK LIMITED LIABILITY COMPANY
	 	RUSSIA	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	99.09	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.	 	 	0.01	%	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	OOO SIG COMBIBLOC
	 	RUSSIA	 	SIG AUSTRIA HOLDING GMBH	 	 	99.984	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG COMBIBLOC GMBH, AUSTRIA	 	 	0.016	 	 	 






196









 






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF
 INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	BANAWI EVERGREEN PACKAGING COMPANY LIMITED (b)
	 	SAUDI ARABIA	 	EVERGREEN PACKAGING INTERNATIONAL B.V.	 	 	50	 	 	2,500 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC OBEIKAN COMPANY LIMITED (b)
	 	SAUDI ARABIA	 	SIG COMBIBLOC GMBH, GERMANY	 	 	50	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV ASIA PTE LTD
	 	SINGAPORE	 	PACTIV CORPORATION	 	 	100	 	 	2 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL ESPAÑA, S.L.U.
	 	SPAIN	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (SPAIN), S.A.	 	 	100	 	 	447,602 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (SPAIN), S.A.
	 	SPAIN	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	100	 	 	249,049 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS FOOD PACKAGING SPAIN, S.L.U.
	 	SPAIN	 	REYNOLDS PACKAGING INTERNATIONAL B.V.	 	 	100	 	 	165,289 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC S.A.
	 	SPAIN	 	SIG COMBIBLOC GMBH, GERMANY	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC AB
	 	SWEDEN	 	SIG COMBIBLOC GMBH, GERMANY	 	 	100	 	 	1,000 SHARES OF SEK 100 EACH
	 
	 	 	 	 	 	 	 	 	 	 
	SIG ALLCAP AG
	 	SWITZERLAND	 	SIG COMBIBLOC GROUP AG	 	 	100	 	 	7,000 REGISTERED SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC (SCHWEIZ) AG
	 	SWITZERLAND	 	SIG COMBIBLOC GROUP AG	 	 	100	 	 	300 REGISTERED SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC GROUP AG
	 	SWITZERLAND	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.	 	 	100	 	 	6,321,900 REGISTERED SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC PROCUREMENT AG
	 	SWITZERLAND	 	SIG COMBIBLOC GROUP AG	 	 	100	 	 	2,000 REGISTERED SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	SIG REINAG AG
	 	SWITZERLAND	 	SIG COMBIBLOC GROUP AG	 	 	100	 	 	1,000 REGISTERED SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG
	 	SWITZERLAND	 	SIG COMBIBLOC GROUP AG	 	 	100	 	 	12,700 REGISTERED SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	SIG TECHNOLOGY AG
	 	SWITZERLAND	 	SIG ALLCAP AG	 	 	100	 	 	6,000 REGISTERED SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	WIBILEA AG (c)
	 	SWITZERLAND	 	SIG COMBIBLOC GROUP AG	 	 	42.5	 	 	425 SHARES






197









 




	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF 
INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	EVERGREEN PACKAGING (TAIWAN) CO. LIMITED
	 	TAIWAN	 	EVERGREEN PACKAGING INTERNATIONAL B.V.	 	 	100	 	 	1,000 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC TAIWAN LTD.
	 	TAIWAN	 	SIG COMBIBLOC LTD. (THAILAND)	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC LTD.
	 	THAILAND	 	SIG COMBIBLOC HOLDING GMBH	 	 	99.99999	 	 	30,706,928 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG EURO HOLDING AG & CO KGAA	 	 	 	 	 	1 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG COMBIBLOC GROUP AG	 	 	 	 	 	1 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL PLASTIK ITHALAT IHRACAT SANAYI VE TICARET LIMITED SIRKETI
	 	TURKEY	 	CLOSURE SYSTEMS INTERNATIONAL B.V.


BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.	 	 	99.998




0.002	 	 	41,999 ORDINARY


1 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	SIG
COMBIBLOC PAKETLEME VE TICARET LTD. ŞTI.
	 	TURKEY	 	SIG AUSTRIA HOLDING GMBH	 	 	98.8	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SIG COMBIBLOC GMBH, AUSTRIA	 	 	1.2	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ALPHA PRODUCTS (BRISTOL) LIMITED
	 	UK	 	J. & W. BALDWIN (HOLDINGS) LIMITED	 	 	100	 	 	1,000 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED
	 	UK	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	100	 	 	406,794 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	IVEX HOLDINGS, LTD.
	 	UK	 	REYNOLDS PACKAGING INTERNATIONAL B.V.	 	 	100	 	 	10,833,337 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	J. & W. BALDWIN (HOLDINGS) LIMITED
	 	UK	 	THE BALDWIN GROUP LTD.	 	 	100	 	 	65,000 DEFERRED ORDINARY AND 47,565,000 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	KAMA EUROPE LIMITED
	 	UK	 	IVEX HOLDINGS LTD.	 	 	100	 	 	6,667,666 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	OMNI-PAC UK LIMITED
	 	UK	 	THE BALDWIN GROUP LTD.	 	 	100	 	 	5,000 ORDINARY GBP0.01
	 
	 	 	 	 	 	 	 	 	 	9,950 ORDINARY GBP1.00
	 
	 	 	 	 	 	 	 	 	 	500,000 DEFERRED






198









 






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF 
INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	PACTIV (CAERPHILLY) LIMITED
	 	UK	 	J. & W. BALDWIN (HOLDINGS) LIMITED	 	 	100	 	 	35,450 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV (FILMS) LIMITED
	 	UK	 	J. & W. BALDWIN (HOLDINGS) LIMITED	 	 	100	 	 	100,000 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV (STANLEY) LIMITED (IN LIQUIDATION)
	 	UK	 	J. & W. BALDWIN (HOLDINGS) LIMITED	 	 	100	 	 	45,442 “A” ORDINARY,
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	1,511,029 “B” ORDINARY
	 
	 	 	 	 	 	 	 	 	 	63,912 “C” ORDINARY
	 
	 	 	 	 	 	 	 	 	 	4,020 “D” ORDINARY
	 
	 	 	 	 	 	 	 	 	 	2,392 “E” ORDINARY
	 
	 	 	 	 	 	 	 	 	 	1,309 “F” ORDINARY
	 
	 	 	 	 	 	 	 	 	 	1,078 “G” ORDINARY
	 
	 	 	 	 	 	 	 	 	 	662 “H” ORDINARY
	 
	 	 	 	 	 	 	 	 	 	325,000 PREFERENCE
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV LIMITED (IN LIQUIDATION)
	 	UK	 	THE BALDWIN GROUP LTD.	 	 	100	 	 	52 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS CONSUMER PRODUCTS (UK) LIMITED
	 	UK	 	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.	 	 	100	 	 	3,711,990 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS SUBCO (UK) LIMITED
	 	UK	 	REYNOLDS CONSUMER PRODUCTS (UK) LIMITED	 	 	100	 	 	42,912,160 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC LIMITED
	 	UK	 	SIG COMBIBLOC HOLDING GMBH	 	 	100	 	 	1,500,000 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	SIG HOLDINGS (UK) LIMITED
	 	UK	 	SIG COMBIBLOC GROUP AG	 	 	100	 	 	1,000,000 ORDINARY
	 
	 	 	 	 	 	 	 	 	 	 
	THE BALDWIN GROUP LIMITED
	 	UK	 	IVEX HOLDINGS, LTD.	 	 	100	 	 	5,000,000 COMMON
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC OBEIKAN FZCO (b)
	 	UNITED ARAB EMIRATES	 	SIG COMBIBLOC GMBH, GERMANY	 	 	50	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	BAKER’S CHOICE PRODUCTS, INC.
	 	USA	 	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.	 	 	100	 	 	1,000 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	BLUE RIDGE HOLDING CORP.
	 	USA	 	EVERGREEN PACKAGING INC	 	 	100	 	 	100 COMMON SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	BLUE RIDGE PAPER PRODUCTS INC.
	 	USA	 	BLUE RIDGE HOLDING CORP.	 	 	100	 	 	1,000 COMMON
	 
	 	 	 	 	 	 	 	 	 	 
	BRPP, LLC
	 	USA	 	BLUE RIDGE PAPER PRODUCTS INC.	 	 	100	 	 	100 UNITS






199









 






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF 
INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	BUCEPHALAS ACQUISITION CORP.
	 	USA	 	REYNOLDS GROUP HOLDINGS INC.	 	 	100	 	 	1,000 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
	 	USA	 	CLOSURE SYSTEMS INTERNATIONAL INC.	 	 	100	 	 	8,000 COMMON
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.
	 	USA	 	REYNOLDS GROUP HOLDINGS INC.	 	 	100	 	 	2,000 COMMON
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL INC.
	 	USA	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.	 	 	100	 	 	100 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS MEXICO HOLDINGS LLC
	 	USA	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	COAST-PACKAGING COMPANY (CALIFORNIA GENERAL PARTNERSHIP) (a)
	 	USA	 	PCA WEST INC.	 	 	50	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	CSI MEXICO LLC
	 	USA	 	CLOSURE SYSTEMS INTERNATIONAL B.V.	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	CSI SALES & TECHNICAL SERVICES INC.
	 	USA	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.	 	 	100	 	 	1,000 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	DOPACO, INC.
	 	USA	 	PACTIV CORPORATION	 	 	100	 	 	100 SHARES OF COMMON
	 
	 	 	 	 	 	 	 	 	 	 
	EVERGREEN PACKAGING INC.
	 	USA	 	REYNOLDS GROUP HOLDINGS INC.	 	 	100	 	 	1,640 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	EVERGREEN PACKAGING INTERNATIONAL (US) INC.
	 	USA	 	EVERGREEN PACKAGING USA INC	 	 	100	 	 	1,000 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	EVERGREEN PACKAGING USA INC.
	 	USA	 	EVERGREEN PACKAGING INC	 	 	100	 	 	1,000 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	NEWSPRING INDUSTRIAL CORP.
	 	USA	 	PACTIV CORPORATION	 	 	100	 	 	3,291 COMMON STOCK AND 296.24 PREFERRED STOCK SERIES A
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV CORPORATION
	 	USA	 	REYNOLDS GROUP HOLDINGS INC.	 	 	100	 	 	1,000 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV FACTORING LLC
	 	USA	 	PACTIV CORPORATION	 	 	100	 	 	N/A






200









 






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF
 INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	PACTIV GERMANY HOLDINGS, INC.
	 	USA	 	PACTIV CORPORATION	 	 	100	 	 	200 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV INTERNATIONAL HOLDINGS INC.
	 	USA	 	PACTIV CORPORATION	 	 	100	 	 	200 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV MANAGEMENT COMPANY LLC
	 	USA	 	PACTIV CORPORATION	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV NA II LLC
	 	USA	 	PACTIV CORPORATION	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV RETIREMENT ADMINISTRATION LLC
	 	USA	 	PACTIV FACTORING LLC	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	PACTIV RSA LLC
	 	USA	 	PACTIV FACTORING LLC	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	PCA WEST INC.
	 	USA	 	PACTIV CORPORATION	 	 	100	 	 	200 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	PRAIRIE PACKAGING, INC.
	 	USA	 	PACTIV CORPORATION	 	 	100	 	 	1,000 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	PWP HOLDINGS, INC.
	 	USA	 	PACTIV CORPORATION	 	 	100	 	 	1,000 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	PWP INDUSTRIES, INC.
	 	USA	 	PWP HOLDINGS, INC.	 	 	100	 	 	100 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.
	 	USA	 	REYNOLDS GROUP HOLDINGS INC.	 	 	100	 	 	2,000 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS CONSUMER PRODUCTS, INC.
	 	USA	 	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.	 	 	100	 	 	100 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS FLEXIBLE PACKAGING INC.
	 	USA	 	REYNOLDS PACKAGING INC.	 	 	100	 	 	2,000 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS FOIL INC.
	 	USA	 	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.	 	 	100	 	 	2,000 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS FOOD PACKAGING LLC
	 	USA	 	REYNOLDS PACKAGING INC.	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS GROUP HOLDINGS INC.
	 	USA	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.	 	 	100	 	 	1,000 COMMON
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS GROUP ISSUER INC.
	 	USA	 	REYNOLDS GROUP HOLDINGS INC.	 	 	100	 	 	1,000 COMMON
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS GROUP ISSUER LLC
	 	USA	 	REYNOLDS GROUP HOLDINGS INC.	 	 	100	 	 	N/A






201









 






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY	 	COUNTRY OF 
INCORPORATION	 	SHAREHOLDER	 	%	 	 	ISSUED CAPITAL
	REYNOLDS PACKAGING INC.
	 	USA	 	REYNOLDS GROUP HOLDINGS INC.	 	 	100	 	 	2,000 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS PACKAGING KAMA INC.
	 	USA	 	REYNOLDS PACKAGING INC.	 	 	100	 	 	1,000 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS PACKAGING LLC
	 	USA	 	REYNOLDS PACKAGING INC.	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
	 	USA	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.	 	 	100	 	 	100 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	REYNOLDS SERVICES INC.
	 	USA	 	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.	 	 	100	 	 	1,000 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	SIG COMBIBLOC INC.
	 	USA	 	SIG HOLDING USA INC.	 	 	100	 	 	35,000 CLASS A COMMON STOCK AND 23,500 6% CUMULATIVE PREFERRED STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	SIG HOLDING USA, INC.
	 	USA	 	SIG COMBIBLOC GROUP AG	 	 	100	 	 	1,000 SHARES OF CAPITAL STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	SOUTHERN PLASTICS, INC.
	 	USA	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.	 	 	100	 	 	15,000 CLASS A COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	THE CORINTH AND COUNCE RAILROAD COMPANY
	 	USA	 	PACTIV CORPORATION	 	 	100	 	 	3,600 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	ULTRA PAC, INC.
	 	USA	 	REYNOLDS PACKAGING INC.	 	 	100	 	 	1,064 COMMON STOCK
	 
	 	 	 	 	 	 	 	 	 	 
	ECLIPSE CLOSURES, LLC (c)
	 	USA	 	CLOSURE SYSTEMS INTERNATIONAL INC.	 	 	49	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	ALUSUD VENEZUELA S.A.
	 	VENEZUELA	 	CSI LATIN AMERICAN HOLDINGS CORPORATION	 	 	100	 	 	1,154,262 SHARES
	 
	 	 	 	 	 	 	 	 	 	 
	SIG VIETNAM LTD.
	 	VIETNAM	 	SIG VIETNAM BETEILIGUNGS GMBH	 	 	100	 	 	N/A










202









 








Schedule 3.09

to the Second Amended and Restated Credit Agreement




Litigation



None.







 









 








Schedule 3.17

to the Second Amended and Restated Credit Agreement




Environmental Matters



None.









 









 








Schedule 3.18

to the Second Amended and Restated Credit Agreement




Insurance




     RGHI / RGHL Summary of Material Local Insurance as at August 9, 2011



	 	 	 	 	 	 	 	 	 
	Policy	 	Named Insured	 	Limit of Indemnity	 	Deductible	 	Insurer
	General Liability

	 	Reynolds Group Holdings, Inc.
	 	Commercial General Liability USD 1,000,000 each occurrence

Damage Rented Premises USD 1,000,000

Medical Expense USD 5,000

Personal and Advertising Injury USD 1,000,000

General Aggregate Limit (other than Products / Completed Operations) USD 10,000,000

Products / Completed Operations Aggregate Limit USD 4,000,000
	 	USD 1,000,000 per occurrence
	 	Ace American Insurance Company
	 
	 	 	 	 	 	 	 	 
	International Liability

	 	Reynolds Group Holdings Limited
	 	General Aggregate Limit USD 4,000,000

Products-Completed Operations USD 4,000,000

Personal and Advertising Injury USD 2,000,000

Each Occurrence USD 2,000,000

Premises Damage USD 1,000,000

Medical Expenses USD 50,000 any one person

Employee Benefits Liability USD 1,000,000

Contingent Auto Liability USD 2,000,000 per occurrence

Foreign Voluntary Workers Compensation: Statutory

Bodily Injury by Accident USD 2,000,000 each accident

Bodily Injury by Disease USD 2,000,000

Bodily Injury by Disease USD 2,000,000 each employee
	 	Self Insured Retention USD500,000
per occurrence for all products and
services offered by Closure Systems
International

Employee Benefits Liability USD 1,000
	 	Ace American Insurance Company
	 
	 	 	 	 	 	 	 	 
	Workers Compensation

	 	Reynolds Group Holdings, Inc.
	 	Part One: Statutory

Part Two: Bodily Injury by Accident USD 1,000,000 each accident

Bodily Injury by Disease USD 1,000,000 Policy Limit

Bodily Injury by Disease USD 1,000,000 each employee

Part Three applies to all States except ND, OH, WA, WY
	 	USD 1,000,000 each accident
	 	Ace American Insurance
Company & Indemnity Insurance
Co. of North America






 









 






	 	 	 	 	 	 	 	 	 
	Policy	 	Named Insured	 	Limit of Indemnity	 	Deductible	 	Insurer
	Automobile Liability

	 	Reynolds Group Holdings, Inc.
	 	Liability USD 2,000,000

Medical Payments USD 5,000

Personal Injury Protection Stat & Reject

Uninsured Motorist Stat Min/Reject

Underinsured Motorist Stat Min/Reject
	 	USD 1,000,000
	 	Ace American Insurance Company






     SIG Summary of Material Local Insurance as at August 9, 2011



	 	 	 	 	 	 	 	 	 
	Policy	 	Named Insured	 	Limit of Indemnity	 	Deductible	 	Insurer
	General Liability

	 	SIG Combibloc Group Limited
	 	USD 50,000,000 per occurrence and in the aggregate for all losses combined.


Limit of indemnity of local policies (USD or equivalent):

USA: $5,000,000 Combined single limit each occurrence and in the aggregate

All Other Countries: Sales Companies: $2,000,000 Combined single limit
each occurrence and in the aggregate

Producing Companies: $2,000,000 
Combined single limit each
occurrence and in the aggregate
	 	General Deductible

USD 50,000 Each Occurrence

Special Deductibles:

Buildings/Premises
USD 10,000

Leasehold Property
USD 10,000

Excess Automobile Liability USD 10,000

Incidental Risks USD 10,000

Personal Liability USD 100

(The equivalent deductible of the Master Contract will
apply for the issued local policies)
	 	AXA Corporate Solutions
	 
	 	 	 	 	 	 	 	 
	Employment Practices Liability

	 	SIG Combibloc Group AG
	 	CHF 5,000,000 each claim and in the aggregate



USD 2,300,000 Sublimit in USA
	 	USA, Canada or based on law applicable in the USA or
Canada CHF 150,000 per loss
Mass / class/ multiparty litigation CHF 300,000 per loss
Rest of World CHF 50,000
Punitive Damages CHF 150,000 per loss
	 	Zurich Insurance Company Limited






206









 






	 	 	 	 	 	 	 	 	 
	Policy	 	Named Insured	 	Limit of Indemnity	 	Deductible	 	Insurer
	Workers Compensation &

Employers liability (USA)

	 	SIG Combibloc
	 	Workers Compensation: Per state legislation

Employers Liability:

Bodily Injury by Accident

USD 1,000,000 each accident

Bodily Injury by Disease

USD 1,000,000 policy limit

Bodily Injury by Disease

USD 1,000,000 each employee
	 	Nil
	 	ACE Property & Casualty

Insurance Company
	 
	Automobile Liability

	 	SIG Combibloc Inc.
	 	Liability USD 1,000,000

Medical Payments USD 5,000

Personal Injury Protection Stat & Reject

Uninsured Motorist Stat Min/Reject

Underinsured Motorist Stat Min/Reject
	 	USD2,500/1,000
	 	Ace American Insurance Company






207









 





     Summary of Material Global Insurance as at August 9, 2011



	 	 	 	 	 	 	 	 	 
	Policy	 	Named Insured	 	Limit of Indemnity	 	Deductible	 	Insurer
	Material Damage & Business 

Interruption

	 	Rank Group Limited and its Subsidiaries and its Sister Companies
as per the Schedule No. 1 and any Subsidiary Company thereof and
any other organization or entity under the control of the
Insured’s named above and over which it is exercising active
management.
	 	USD 850,000,000 any one loss
	 	USD 7,000,000 any one loss
	 	Carter Holt Harvey Insurance Limited



100% reinsured as follows:

Various Europe Insurers 42.5%

Vero Insurance Limited 15%

XL Group 15%



HDI Gerling 12.5%

ACE Insurance Limited 9%

Chartis Insurance 6%
	 
	 	 	 	 	 	 	 	 
	Directors and Officers Liability

	 	Rank Group Limited, its Subsidiaries, its Sister Companies as
listed in Schedule A (“Sister Companies”) and the Subsidiaries of
each of the Sister Companies but excluding those companies listed
in Schedule B (“Dormant Companies”).
	 	USD 150,000,000
	 	Directors and Officers — Nil
Company Reimbursement —
US $250,000 each & every claim worldwide excluding
USA/Canada
US $500,000 each & every claim USA/Canada
Company Securities —
US $500,000 each & every claim
	 	Primary Chartis Insurance

1st Excess Zurich Insurance Plc (UK)

2nd Excess Allianz Australia Insurance Ltd

3rd Excess Ace Insurance Ltd

4th Excess Liberty International Underwriters

5th Excess Chubb Insurance Company of Australia

6th Excess Axis Specialty Europe Ltd

7th Excess Zurich Insurance Plc (UK)






208









 






	 	 	 	 	 	 	 	 	 
	Policy	 	Named Insured	 	Limit of Indemnity	 	Deductible	 	Insurer
	Personal Accident & Business Travel

	 	Rank Group Limited and its Subsidiaries and its Sister Companies
as per the Schedule No. 1 and any Subsidiary Company thereof and
any other organization or entity under the control of the
Insured’s named above and over which it is exercising active
management.
	 	USD 20,000,000 in the Aggregate

Extra Territorial Workers Compensation

USD 2,000,000

Charter/Non-Scheduled Flights USD 2,000,000

War Risk

USD 1,000,000
	 	Nil
	 	Accident & Health International Underwriting Pty Ltd
	 
	 	 	 	 	 	 	 	 
	Marine Transit

	 	Rank Group Limited and its Subsidiaries and its Sister Companies
as per the Schedule No. 1 and any Subsidiary Company thereof and
any other organization or entity under the control of the
Insured’s named above and over which it is exercising active
management.




(Note Pactiv has elected not to insure Marine Transit Insurance).
	 	USD15,000,000 (or equivalent in any other
currency) any one conveyance, location in
the ordinary course of transit or (in
respect of parcel post) package.
	 	Global sendings have various deductibles, per entity.
Inland USA shipments —
USD 100,000 however claims exceeding USD 100,000
payable in full by Chartis
Cover includes DIC/DIL Buyers and Sellers Interest
in respect to claims under
USD 100,000
SIG Holdings AG —
USD 50,000
All Assureds —
Employee Relocations
USD 100 — wholly internal within countries
USD 250 — Overseas except for
USD 500 — Motor Vehicles (containerised)
USD 1,000 — Motor Vehicles (otherwise)
All other sendings not mentioned above — Nil
	 	Chartis Insurance






209









 






	 	 	 	 	 	 	 	 	 
	Policy	 	Named Insured	 	Limit of Indemnity	 	Deductible	 	Insurer
	Umbrella & Excess Umbrella Program

	 	Rank Group Limited as per Underlying insurances arranged for:
Carter Holt Harvey Limited,
Evergreen Packaging Inc,
Reynolds Packaging Company Inc,
SIG Combibloc Group AG (f.k.a. SIG Holding AG), Pactiv Corporation
	 	Primary USD 25M excess Primary

1st Excess USD 25M excess USD 25M

2nd Excess USD 25M excess

USD 50M

3rd Excess USD 25M excess USD 75M

4th Excess USD 25M excess USD 100M

5th Excess USD 50M excess USD 125M

6th Excess USD 25M excess USD 175M

7th Excess USD 50M excess USD 200M

8th Excess USD 50M excess USD 250M

USD 300,000,000 Limits in Total
	 	Self Insured Retention

USD 10,000
	 	Primary Umbrella Layer Chartis Insurance Company

1st Excess Umbrella Layer XL Insurance

2nd Excess Umbrella Layer Chubb Insurance

3rd Excess Umbrella Layer Great American

4th Excess Umbrella Layer Zurich Insurance

5th Excess Umbrella Layer AWAC

6th Excess Umbrella Layer Great American Insurance Group

7th Excess Umbrella Layer Chartis Insurance

8th Excess Umbrella layer Endurance 50% and Arch 50%.










210









 









Schedule 3.19(a)

to the Second Amended and Restated Credit Agreement




UCC Filing Offices




	 	 	 	 	 
	Grantor	 	State	 	Filing Office
	Bakers Choice Products, Inc.
	 	DE	 	 
	Blue Ridge Holding Corp.
	 	 	 
	Blue Ridge Paper Products Inc.
	 	 	 
	Closure Systems International Americas Inc.
	 	 	 
	Closure Systems International Holdings Inc.
	 	 	 
	Closure Systems International Inc.
	 	 	 
	Closure Systems International Packaging Machinery Inc.
	 	 	 
	Closure Systems Mexico Holdings LLC
	 	 	 
	CSI Mexico LLC
	 	 	 
	CSI Sales & Technical Services Inc.
	 	 	 
	Evergreen Packaging Inc
	 	 	 
	Evergreen Packaging International (US) Inc.
	 	 	 
	Evergreen Packaging USA Inc.
	 	 	 
	Pactiv Corporation
	 	 	 
	Pactiv Factoring LLC
	 	 	 
	Pactiv Germany Holdings, Inc.
	 	 	 
	Pactiv International Holdings Inc.
	 	 	 
	Pactiv Management Company LLC
	 	 	 
	Pactiv Retirement Administration LLC
	 	 	Delaware Secretary of State

Department of Corporations

Uniform Commercial Code Division

401 Federal Street

Dover, DE 19901

	Pactiv RSA LLC
	 	 
	PCA West Inc.
	 	 
	Prairie Packaging, Inc.
	 	 
	PWP Holdings, Inc.
	 	 	 
	PWP Industries, Inc.
	 	 	 
	Reynolds Consumer Products Holdings Inc.
	 	 	 
	Reynolds Consumer Products Inc.
	 	 	 
	Reynolds Flexible Packaging Inc.
	 	 	 
	Reynolds Foil Inc.
	 	 	 
	Reynolds Food Packaging LLC
	 	 	 
	Reynolds Group Holdings Inc.
	 	 	 
	Reynolds Group Issuer Inc.
	 	 	 
	Reynolds Group Issuer LLC
	 	 	 
	Reynolds Services Inc.
	 	 	 
	Reynolds Packaging, Inc.
	 	 	 
	Reynolds Packaging Kama Inc.
	 	 	
	Reynolds Packaging LLC
	 	 	 
	SIG Holding USA Inc.
	 	 	
	SIG Combibloc Inc.
	 	 	 
	 
	 	 	 	 
	Ultra Pac, Inc.
	 	MN	 	Minnesota Office of the Secretary of State
Retirement Systems of Minnesota Building

                                                            60 Empire Drive, Suite 100
St. Paul, MN 55103






 








 







	 	 	 	 	 
	Grantor	 	State	 	Filing Office
	Newspring Industrial Corp
	 	NJ	 	Department of Treasury of the State of New Jersey, UCC Section
	 
	 	 	 	 
	BRPP, LLC
	 	NC	 	If the filing is sent via mail, the UCC filing address is as follows:

NC Secretary of State
The Uniform Commercial Code Section
PO Box 29626
Raleigh, NC 27626-0626


	 	 	If the filing is sent via overnight courier, the UCC filing address is as follows:

NC Secretary of State
Uniform Commercial Code Section
2 South Salisbury St
Raleigh  NC  27601-2903
	 
	 	 	 	 
	Southern Plastics Inc.
	 	LA	 	East Baton Rouge Clerk of Court
PHYSICAL LOCATION:
Governmental Building
222 St. Louis St.

Baton Rouge, LA 70802


	 	 	MAILING ADDRESS:
Attention: Recording Department (1st Floor)

P.O. 1991
Baton Rouge, LA 70821-1991


	 	 	UCC-1 financing statements can be filed with the clerk of court of any Louisiana parish. UCC-3 filings have to be filed in the same parish in which the UCC-1 was filed.
	 
	 	 	 	 
	Dopaco, Inc.
	 	PA	 	Pennsylvania Department of State
Uniform Commercial Code Section
401 North Street
Room 206
Harrisburg, PA 17120
	 
	 	 	 	 
	Closure Systems International B.V.
Beverage Packaging Holdings (Luxembourg) III S.àr.l. SIG Combibloc Group AG
	 	DC	 	District of Columbia Government
Recorder of Deeds
1101 4th Street, SW, 5th Floor
Washington DC 20024






212








 





Other filings or actions:





	1.	 	The execution and delivery to the Collateral Agent of Deposit Account Control Agreements and
Security Account Control Agreements (as such terms are defined in the U.S. Collateral
Agreement), as applicable, in accordance with the terms of the U.S. Collateral Agreement.






	2.	 	The filing and/or recordation of Mortgages as described in Section 3.19(c) of this Agreement.






	3.	 	The taking of the actions required by Article III of the U.S. Collateral Agreement (or that
would be so required in the absence of the monetary thresholds set forth therein).






	4.	 	The taking of any action required by applicable law with respect to contracts, accounts or
receivables on which the United States government or any department, agency or instrumentality
thereof is the obligor or with respect to property and assets subject to any rights reserved
in favor of the United States government.










213









 





Schedule 3.19(c)

to the Second Amended and Restated Credit Agreement







Post-Closing Mortgage Amendments



Mortgage amendments need to be recorded as contemplated in Amendment No. 6 for the Mortgages to
secure the U.S. Term Loans and the European Term Loans.





 













 





Schedule 3.19(d)

to the Second Amended and Restated Credit Agreement




Foreign Pledge Agreement Filing Requirements




Australia



Registration may be required in respect of security interests:



(a) granted by Loan Parties that are incorporated in any jurisdiction of Australia or registered
under Part 5B.2 of the Corporations Act 2001 (Cth); and



(b) for the purposes of the Personal Property Securities Act 2009 (Cth), granted in respect of
goods or property located in Australia or where the grantor of the security interest is an
Australian entity.




Hungary



Registration with (i) the relevant Hungarian court of registration is required in order to perfect
quota charges granted over the ownership interests in Hungarian incorporated Loan Parties; and (ii)
the central registry of fixed charges and floating charges kept and maintained by the Chamber of
Hungarian Public Notaries is required in order to perfect floating charges and fixed charges
granted by Hungarian incorporated Loan Parties.




Mexico



Registration of the floating lien pledge agreements with the Public Registry of Commerce is
required to be effective before third parties.




The Netherlands



A Dutch law pledge over receivables, a pledge of IP rights and a pledge of moveable must be
registered with the Belastingdienst Ondernemingen in order to be valid and enforceable. Under a
pledge of bank accounts, a pledge of intercompany receivables and a pledge of insurance rights,
notice must be given of the pledge to the respective debtors thereunder for the security that is
created thereby to be valid and enforceable. In addition, a pledge of IP rights must be registered
with all relevant IP registers in order to be enforceable against third parties. A deed of
mortgage of real estate must be registered with the Land Registry (Kadaster) in order to be valid
and enforceable.




United Kingdom



Registration with Companies House is required in order to perfect certain types of security
interest granted by English incorporated Loan Parties.










 









 







Schedule 3.20

to the Second Amended and Restated Credit Agreement




Material Owned Real Property




UNITED STATES OF AMERICA




	 	 	 
	Site Name / Address	 	Property Owner
	15101 Lake Forest Drive 

Covington, GA 30014

USA

	 	Pactiv Corporation
	 
	 	 
	1900 West Field Court 

Lake Forest, IL 60045

USA

	 	Pactiv Corporation
	 
	 	 
	1100 Taylor Road 

Romeoville, IL 60446

USA

	 	Pactiv Corporation
	 
	 	 
	5250 North Street 

Canandiaigua, NY 14424

USA

	 	Pactiv Corporation
	 
	 	 
	3000 Pegasus Drive 

Temple, TX 76501-6682

USA

	 	Pactiv Corporation






GERMANY




	 	 	 
	Site Name / Address	 	Property Owner
	Rurstraße 58

Linnich, NRW 52441

Germany

	 	SIG Combibloc GmbH






THAILAND




	 	 	 
	Site Name / Address	 	Property Owner
	33 Moo 4 Pluakdaeng 

Rayong, 21140

Thailand

	 	SIG Combibloc Ltd.






 









 






Schedule 6.01

to the Second Amended and Restated Credit Agreement




Existing Indebtedness





	1.	 	Pactiv Corporation’s 5.875% Notes due 2012, in principal amount of $249.3 million, issued
pursuant to the Pactiv Base Indenture.
	 
	2.	 	Pactiv Corporation’s 8.125% Debentures due 2017 in principal amount of $299.7 million, issued
pursuant to the Pactiv Base Indenture.
	 
	3.	 	Pactiv Corporation’s 6.400% Notes due 2018 in principal amount of $15.7 million, issued
pursuant to the Pactiv Base Indenture.
	 
	4.	 	Pactiv Corporation’s 7.95% Debentures due 2025, in principal amount of $276.4 million, issued
pursuant to the Pactiv Base Indenture.
	 
	5.	 	Pactiv Corporation’s 8.375% of Senior Notes due 2027, in principal amount of $200.0 million,
issued pursuant to the Pactiv Base Indenture.




 









 











Schedule 6.01(r)

to the Second Amended and Restated Credit Agreement




Company Reorganization Indebtedness




Part 1



Closure Systems International Deutschland GmbH will have an amount of US$800,000 owing to Closure
Systems International Holdings (Germany) GmbH.




Part 4



Step 2





	 	•	 	The repayment of €1,064,000,000 of profit participating bonds owing by SIG Finance
(Luxembourg) S.àr.l. to SIG Asset Holdings Ltd.
	 
	 	•	 	Creation of a €610 million loan or profit participating bond owing to SIG Asset
Holdings Ltd by Beverage Packaging Holdings (Luxembourg) III S.àr.l.
	 
	 	•	 	Creation of a €454 million loan owing to SIG Asset Holdings Ltd by SIG Austria Holding
GmbH.




Step 3





	 	•	 	Assignment by way of a capital return of loans owing to SIG Asset Holdings Ltd referred
to in Step 2.
	 
	 	•	 	Creation of a €610 million loan or profit participating bond owing to SIG Combibloc
Group AG by Beverage Packaging Holdings (Luxembourg) III S.àr.l.
	 
	 	•	 	Creation of a €454 million loan owing to SIG Combibloc Group AG by SIG Austria Holding
GmbH.




Step 4





	 	•	 	Transfer by way of dividends of the loans owing to SIG Combibloc Group AG referred to
in Step 3 resulting in the repayment of the loan owing by Beverage Packaging Holdings
(Luxembourg) III S.àr.l.
	 
	 	•	 	Creation of a €454 million loan owing to Beverage Packaging Holdings (Luxembourg) III
S.àr.l. by SIG Austria Holding GmbH.




Step 5





	 	•	 	Beverage Packaging Holdings (Luxembourg) III S.àr.l. repays existing profit
participating bonds by transferring the loan owed by SIG Austria Holdings GmbH.
	 
	 	•	 	Creation of a €454 million loan owing to Beverage Packaging Holdings (Luxembourg) I SA
by SIG Austria Holding GmbH.





Part 5



Step 1





	 	•	 	Creation of a £28 million loan owed by SIG Euro Holding AG & Co. KGaA to SIG Holdings
(UK) Ltd.




Step 2





	 	•	 	Creation of a £28 million loan owed by SIG Euro Holding AG & Co. KGaA to SIG Finanz AG.








 









 






Step 3





	 	•	 	Creation of a £28 million loan owed by SIG Euro Holding AG & Co. KGaA to SIG Combibloc
Group AG.




Step 4





	 	•	 	Creation of a £28 million loan owed by SIG Euro Holding AG & Co. KGaA to Beverage
Packaging Holdings (Luxembourg) III S.àr.l.





Part 6



Step 1





	 	•	 	Creation of a €200 million loan owed by SIG allCap AG to SIG Finanz AG.




Step 2





	 	•	 	Creation of a €200 million loan owed by SIG allCap AG to SIG Combibloc Group AG.




Step 3





	 	•	 	Creation of a €200 million loan owed by SIG allCap AG to Beverage Packaging Holdings
(Luxembourg) III S.àr.l.





Part 7



Step 1





	 	•	 	Creation of loans owing to a group entity to be determined by SIG Combibloc Argentina
S.R.L. and SIG Combibloc Chile Limitada for amounts to be determined.




Step 2





	 	•	 	Creation of a loan of US$26.1 million owed by SIG Combibloc Argentina S.R.L. to CSI
Latin American Holdings Corporation.
	 
	 	•	 	Creation of a loan of US$36.3 million owed by SIG Combibloc Chile Limitada to CSI Latin
American Holdings Corporation.




Step 3





	 	•	 	Repayment of the loans owing to CSI Latin American Holdings Corporation referred to
Step 2 by the transfer of existing liabilities.
	 
	 	•	 	Creation of a loan of US$26.1 million owed by Alusud Argentina S.R.L. to SIG Combibloc
Argentina S.R.L.
	 
	 	•	 	Creation of a loan of US$36.3 million owed by Alusud Embalajes Chile Limitada to SIG
Combibloc Chile Limitada.




Step 5





	 	•	 	Creation of a loan owing to CSI Latin American Holdings Corporation by Closure Systems
International B.V.




219









 











Schedule 6.02

to the Second Amended and Restated Credit Agreement




Existing Liens



1. Japanese property mortgages provided by Closure Systems International Japan, Limited (i) with a
value up to JPY200 million, in favor of Mizuho Bank and (ii) with a value up to JPY200 million, in
favor of Shinsei Bank.



2. Security Assignment between SIG Combibloc Limited and Fortis Lease UK Limited created on
December 21, 2005.



3. Security Assignment between SIG Combibloc Limited and Fortis Lease UK Limited created on March
30, 2006.



4. Assignment of Deposit between SIG Combibloc Limited and Fortis Lease UK Limited created on June
10, 2008.



5. Quebec conventional hypothec without delivery in the amount of $2,185,000.00 granted on March 4,
2010 by Emballage Alimentaire Reynolds Canada Inc./Reynolds Food Packaging Canada Inc. (a
predecessor of Pactiv Canada Inc.) in favour of Banque Royale du Canada. 1






 




			
	1	 	Note: This entity amalgamated with certain of its
subsidiaries on July 1, 2011 and continues as the amalgamated entity, “Pactiv
Canada Inc.”




 









 










Schedule 6.04(l)

to the Second Amended and Restated Credit Agreement




Existing Investments



Subordinated loan from Holdings to Rank Group Limited pursuant to a Loan Agreement dated February
15, 2008.










 









 








Schedule 6.06(b)

to the Second Amended and Restated Credit Agreement




Existing Encumbrances



None.






 









 








Schedule 6.07

to the Second Amended and Restated Credit Agreement




Transactions with Affiliates



See Project Swing Steps Plan & Structure Chart slides in Schedule 1.01(f) and Company Post-Closing
Reorganization slides in Schedule 1.01(b).






 









 








Schedule 6.16

to the Second Amended and Restated Credit Agreement




Specified Negative Covenants for Certain Subsidiaries




Germany:




     (c) Notwithstanding the introductory paragraph of Article VI (but without prejudice to the
performance of any of the obligations under Article VI by any Loan Party other than a German Loan
Party (as defined below)), the covenants set forth in Sections 6.05 (Mergers, Consolidations, Sales
of Assets and Acquisitions), 6.06 (Restricted Payments; Restrictive Agreements), 6.07 (Transactions
with Affiliates) and 6.08 (Conduct of Business) of the Agreement (as amended from time to time, the
"Relevant German Restrictive Covenants”) are not and shall not be given by any Loan Party organized
in Germany (each, a “German Loan Party”) other than as provided in this Schedule 6.16.



     (d) Notwithstanding paragraph (a),




     (i) if any German Loan Party or any of its subsidiaries organized in Germany (the
German Loan Parties and each of their respective subsidiaries organized in Germany, the
“German Group”) proposes to take or permit any action or circumstance that, if all the
Relevant German Restrictive Covenants had been in force with respect to such German Loan
Party, would constitute a breach of any of the Relevant German Restrictive Covenants by a
member of the German Group, such German Loan Party shall give not less than 20 Business
Days’ prior written notice of such action or circumstance to the Administrative Agent, and
upon receipt of any such notice, the Administrative Agent shall promptly provide notice
thereof to each Lender;




     (ii) the Administrative Agent shall be entitled, within 10 Business Days of receipt of
such notice, to request that the relevant German Loan Party supply the Administrative Agent
such further relevant information (including a sufficient number of copies of such
information) as the Administrative Agent, in its reasonable discretion, may consider
necessary for the purposes of this Schedule 6.16 and such German Loan Party shall supply
such further information promptly, and in any event within 10 Business Days following the
date of request therefor;




     (iii) if any Lender considers that the relevant action or circumstance (taken alone or
together with other actions or circumstances, whether or not permitted hereunder) may have
a Material Adverse Effect or materially and adversely affects such Lender’s interests as a
Lender under the Loan Documents, it may so notify the Administrative Agent in writing;




     (iv) if, within 10 Business Days after the later of (A) receipt by the Administrative
Agent of a notice pursuant to clause (i) above and (B) if (x)



 









 






	 	 	additional information requested pursuant to clause (ii) above has been received by
the Administrative Agent within the prescribed time, the date of such receipt or (y)
additional information requested pursuant to clause (ii) above has not been received by the
Administrative Agent within the prescribed time, the tenth day following such request, the
Administrative Agent has received notices pursuant to clause (iii) above from Lenders which
constitute the Required Lenders, the Administrative Agent shall promptly notify the German
Loan Party and the Lenders; and






     (v) if the Administrative Agent gives notice to a German Loan Party pursuant to clause
(iv) above or the relevant action is undertaken or circumstance is permitted prior to the
date two Business Days after the latest time for the receipt by the Administrative Agent of
notices pursuant to clause (iv) above, the undertaking of the relevant action or permitting
of the relevant circumstances shall immediately be deemed to constitute an Event of
Default; provided that, for the avoidance of doubt, no failure of any German Loan Party to
duly perform or comply with any obligation under a Relevant German Restrictive Covenant
shall of itself constitute an Event of Default.



     (e) If, in the opinion of the Administrative Agent or the Required Lenders, any of the
measures referred to in the Relevant German Restrictive Covenant when implemented by a member of
the German Group would negatively affect the risk assessment of the Lenders in respect of the
ability of the relevant German Loan Party to perform its obligations under the Loan Documents,
Holdings will ensure that the relevant German Loan Party will, to the fullest extent legally
permissible, provide additional security (in form and substance satisfactory to the Administrative
Agent) to the Bank Secured Parties as soon as possible but in any event within 20 Business Days
following a request for the same by the Administrative Agent.



Austria:




     Notwithstanding the introductory paragraph of Article VI of (but without prejudice to the
performance of any obligation under Article VI by any Loan Party other than an Austrian Loan Party
(as defined below)), the covenants set forth in Sections 6.02 (Liens), 6.05 (Mergers,
Consolidations, Sales of Assets and Acquisitions) and 6.08 (Conduct of Business) of the Agreement
(as amended from time to time, the “Relevant Austrian Restrictive Covenants”) shall not apply to
any Loan Party organized in Austria (each, an “Austrian Loan Party”), other than as provided in
this Schedule 6.16.



     (f) Any Austrian Loan Party shall give the Administrative Agent not less than 10 Business
Days’ prior written notice of its intention to take, or omit to take, any act or step which, but
for paragraph (a) above, would be restricted or prohibited under the Relevant Austrian Restrictive
Covenants and shall provide to the Administrative Agent any



225









 




relevant information in connection with such proposed action or step referred to in such
notice.




     (g) The Agent shall be entitled, within 10 Business Days following receipt of such notice,
to request such further relevant information as it may consider reasonably necessary for the
purposes of this Schedule 6.16, if it reasonably considers that such further information is
required to assess whether or not to exercise its rights under this Schedule 6.16, and such
Austrian Loan Party shall supply such further information to the Administrative Agent following
such request.



     (h) The Administrative Agent shall notify such Austrian Loan Party within 10 Business Days
following receipt of a notice given under paragraph (b) above (or, if additional information has
been requested pursuant to paragraph (c) above, not later than 10 Business Days following the
Administrative Agent’s confirmed receipt of such additional information but in no event later than
25 Business Days following receipt by the Administrative Agent of the notice referred to in
paragraph (b) above), whether the proposed act or step, or omission to take an act or step,
referred to in that notice could reasonably be expected to give rise to a Material Adverse Effect.



     (i) If the Administrative Agent notifies such Austrian Loan Party in accordance with
paragraph (d) above and within the time limits set forth in paragraphs (c) to (d) above that the
act or step, or omission to take an act or step, referred to in such notice given pursuant to
paragraph (b) above could reasonably be expected to give rise to a Material Adverse Effect and such
Austrian Loan Party nevertheless takes such act or step, or omits to take such act or step, the
Administrative Agent shall be entitled to give any notice, or exercise any right or power, it would
otherwise be entitled to give or exercise under Article VII (Events of Default).



226









 





Schedule 9.20

to the Second Amended and Restated Credit Agreement




Stamp Duty Guidelines





	1.	 	Introduction






	1.1	 	These stamp duty guidelines (the “Guidelines”) shall apply to all written communication of






	 	 	the parties to this Agreement of which this Schedule 9.20 forms part.
	 
	1.2	 	In these Guidelines, unless a contrary indication appears a term defined in the Agreement
(including by way of reference) has the same meaning when used in these Guidelines.
	 
	2.	 	Guidelines for Written Communication
	 
	2.1	 	Signed written communication that records or otherwise provides evidence of a transaction
(Rechtsgeschäft) contemplated by, or referenced in, any Loan Document, whether in the body of
the relevant communication, a schedule, an attachment, an annex or an appendix referred to
therein or incorporated by reference (Bezugnahme), may only be made from an address outside of
the Republic of Austria to an address outside of the Republic of Austria. For the avoidance of
doubt, e-mails where the server on which such e-mails will be received or from which such
e-mails will be sent is located in the Republic of Austria (e.g. this may be indicated by an
e-mail address having a country code top level domain “.at”) or other e-mail addresses where
the person sending or the person receiving such e-mail have their ordinary workplace
(Arbeitsplatz) in the Republic of Austria must not be signed (see also clause 2.2. and 2.3.
below).
	 
	2.2	 	Letters that record or otherwise provide evidence of a transaction (Rechtsgeschäft)
contemplated by, or referenced in, any Loan Document, whether in the body of the letter, a
schedule, an attachment, an annex or an appendix referred to therein or incorporated by
reference (Bezugnahme), may only be brought or sent into, or produced in, the Republic of
Austria in the following format (provided that no Stamp Duty Sensitive Document is attached):




[party’s letterhead]



Dear,



[text of message]



Kind regards






 









 







NO SIGNATURE OF SENDING PARTY (WHETHER MANUSCRIPT, DIGITAL OR ELECTRONIC)





NO CONTACT DETAILS





DO NOT ATTACH A STAMP DUTY SENSITIVE DOCUMENT
CONFIDENTIALITY NOTICES AND OTHER FOOTERS ALLOWED




	2.3	 	E-mails and fax messages that record or otherwise provide evidence of a transaction
(Rechtsgeschäft) contemplated by, or referenced in, any Loan Document, whether in the body of
the e-mail or fax, a schedule, an attachment, an annex or an appendix referred to therein or
incorporated by reference (Bezugnahme), may only be brought or sent into, or produced in, the
Republic of Austria if in the following format (provided that no Stamp Duty Sensitive Document
is attached):
	 
	 	 	Dear....,

[text of message].

Kind regards






	 	 	NO SIGNATURE OF SENDING PARTY (WHETHER MANUSCRIPT, DIGITAL OR ELECTRONIC)

NO CONTACT DETAILS OR OTHER AUTOMATICALLY GENERATED
FOOTERS THAT REFER TO A PARTY
 DO NOT ATTACH A STAMP DUTY SENSITIVE DOCUMENT CONFIDENTIALITY NOTICES AND OTHER FOOTERS ALLOWED






	 	 	In addition, the footer of such e-mails must not contain the company name, contact details
or any other information allowing identification of the sender. The company name, contact
details etc. of the original sender of a reply or forwarded message need not be deleted.




228









 











Schedule 10.03

to the Second Amended and Restated Credit Agreement




Limitations on Guarantees and Certain Waivers




          (i) Limitations on Guarantees Granted by Dutch Guarantors.



     Notwithstanding any provision of the Agreement or any other Loan Document, the obligations of
any Loan Party organized in The Netherlands (each, a “Dutch Guarantor”) expressed to be assumed in
the Agreement or the other Loan Documents shall be deemed not to be assumed by such Dutch Guarantor
to the extent that such assumption would constitute unlawful financial assistance within the
meaning of Article 2:207c or 2:98c of the Dutch Civil Code or any other applicable financial
assistance rules of any relevant jurisdiction (the “Prohibitions”), and the provisions of the
Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt,
it is expressly acknowledged that each Dutch Guarantor will continue to guarantee all obligations
expressed to be guaranteed in the Agreement and other Loan Documents, to the extent that such
obligations do not constitute a violation of the Prohibitions.



          (ii) Limitations on Guarantees Granted by Swiss Guarantors.



     Notwithstanding any provision of the Agreement or any other Loan Document, if the obligations
expressed to be assumed in the Agreement or the other Loan Documents are assumed by any Loan Party
organized, or for tax purposes resident, in Switzerland (each, a “Swiss Guarantor”), such Swiss
Guarantor shall:



          (1) only be liable for obligations contained in the Agreement or under the other Loan
Documents (including, any restructuring of such Swiss Guarantor’s rights of set-off and/or
subrogation and its duties to subordinate claims) to the extent that the payment of such
obligations does not constitute a repayment of capital (Einlagerueckgewaehr), a violation of the
legally protected reserves (gesetzlich geschuetzte Reserven) or a payment of a (constructive)
dividend prohibited to be made by such Swiss Guarantor by the Swiss Federal Code of Obligations and
in the maximum amount of its profits available for the distribution of dividends on the date on
which such Swiss Guarantor’s obligations hereunder are due (it being understood that such available
profits are the balance sheet profits and any free reserves made for this purpose, in each case, in
accordance with the relevant Swiss law); provided that the forgoing limitations do not apply to
obligations incurred by (a) any Swiss Guarantor (i) incurred as Borrower under the Agreement, (ii)
incurred as borrower under any agreement pursuant to which a Local Facility is made available,
(iii) incurred as a party to and beneficiary under any Hedging Agreement, (iv) owed as Cash
Management Obligations, provided the Swiss Guarantor is a beneficiary of the Cash Management
Services causing such Cash Management Obligations or (v) incurred as a party to and beneficiary
under any Additional Agreement or (b) any direct or indirect subsidiary of a Swiss Guarantor (a
“Swiss Guarantor’s Subsidiary”) (i) incurred as Borrower under the Agreement, (ii) incurred as
borrower under any agreement pursuant to which a Local Facility is made


  









 




available, (iii) incurred as a party to and beneficiary under any Hedging Agreement, (iv) owed
as Cash Management Obligations (provided the Swiss Guarantor’s Subsidiary is a beneficiary of the
Cash Management Services causing such Cash Management Obligations) or (v) incurred as a party to
and beneficiary under any Additional Agreement.




          (2) pass for such payments shareholders’ resolutions for the distribution of dividends in
accordance with the relevant provisions of the Swiss Federal Code of Obligations then in effect (it
being understood that as of the Closing Date, the profits available for the distribution of
dividends as described above must be determined based on an audited balance sheet and such
shareholders’ resolutions must be based on a report from the such Swiss Guarantor’s auditors
approving the proposed distribution); and



          (3) deduct from such payments Swiss Anticipatory Tax (withholding tax) at the rate of 35% (or
such other rate as is in effect from time to time) and, subject to any applicable double taxation
treaty and/or agreement entered into with the Swiss Federal Tax Administration:




     pay such deduction to the Swiss Federal Tax Administration;




     give evidence to the Administrative Agent, each Lender and/or Issuing Bank (as
the case may be) of such deduction in accordance with Section 2.20 of the
Agreement; and




     if such a deduction is made, not be obligated to gross-up pursuant to Section
2.20 of the Agreement to the extent that such gross-up would result in the
aggregate amounts paid to the Administrative Agent, each Lender and/or each Issuing
Bank (as the case may be) and the Swiss Federal Tax Administration exceeding the
maximum amount of such Swiss Guarantor’s profits available for the distribution of
dividends.



          (iii) Limitations on Guarantees Granted by Austrian Guarantors.



     Notwithstanding any other provision of the Agreement or any other Loan Document,



          (1) any guarantee or indemnity given by or other obligation assumed by any Loan Party
organized in Austria (each, an “Austrian Guarantor”) under Article X of the Agreement is meant as
and is to be interpreted as an abstract guarantee agreement (abstrakter Garantievertrag) and not as
surety (Bürgschaft) or joint obligation as a borrower (Mitschuldnerschaft), and such Austrian
Guarantor undertakes to pay the amounts due under or pursuant to such obligation unconditionally,
irrevocably, upon first demand and without raising any defenses (unbedignt, unwiderruflich, über
erste Anforderung und Verzicht auf alle Einwendungen);


 230









 





          (2) the obligation of any Austrian Guarantor under the Agreement or any other Loan Document
shall be limited so that no assumption of an obligation shall required if such assumption would
violate mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften) under Austrian
company law, including Sections 82 et seq. of the Austrian Act on Limited Liability Companies
(Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections 52 and 65 et seq. of the
Austrian Stock Corporation Act (Aktiengesetz); and



          (3) should any obligation under the Agreement or any other the Loan Document violate or
contradict Austrian capital maintenance rules and should therefore be held invalid or
unenforceable, such liability and/or obligation shall be deemed to be replaced by a liability
and/or obligation of a similar nature that is in compliance with Austrian capital maintenance rules
and that provides the best possible security interest in favour of the Administrative Agent or the
Collateral Agent, for the ratable benefit of the Secured Parties. By way of example, should it be
held that the security created under any Loan Document is contradicting Austrian capital
maintenance rules in relation to any amount of the secured obligations, the security created by the
respective Loan Document shall be reduced to such an amount of the secured obligations which is
permitted pursuant to Austrian capital maintenance rules.



          (iv) Waiver and Limitations on Guarantees Granted by Thai Guarantors.



          (1) Each Loan Party organized in Thailand (each, a “Thai Guarantor”) irrevocably and
unconditionally waives any and all rights to avoid such Thai Guarantor’s obligations under the
Guarantee in the Agreement which it may have under Sections 196, 293, 294, 684, 687, 688-690, 694
and 697-701 of the Civil and Commercial Code of Thailand, and agrees not to exercise any of its
rights under Sections 693 and 696 of the Civil and Commercial Code of Thailand unless and until the
Loan Parties have fully performed all their obligations under the Agreement and all of such
obligations have been unconditionally, irrevocably, indefeasibly and fully paid or discharged.



          (2) According to the permit under the Alien Business Act of Thailand B.E. 2542 dated May 31,
2011, granted to SIG Combibloc Ltd. (the “Existing Thai Guarantor”), the Existing Thai Guarantor is
permitted to guarantee the obligations of Reynolds Group Holdings Inc., Reynolds Consumer Products
Holdings Inc., Closure Systems International Holdings Inc., Reynolds Group Issuer LLC, Reynolds
Group Issuer Inc., SIG Euro Holding AG & Co., KGaA, SIG Austria Holding GmbH, Closure Systems
International B.V., Beverage Packaging Holdings (Luxembourg) II S.A. and Reynolds Group Issuer
(Luxembourg) S.A. (collectively, the “Relevant Obligors”) only. Subject to clause (c) below, the
guarantee provided and/or assumed by the Existing Thai Guarantor shall be limited to the debts and
obligations of the Relevant Obligors, regardless of whether such debts and obligations of the
Relevant Obligors are incurred by themselves or by the inclusion of, assumption of, guaranteeing
of, or being jointly liable to, any other party’s debts.


 231









 





          (3) On the effective date of a permit under the Alien Business Act of Thailand B.E. 2542
obtained by the Existing Thai Guarantor from the Director-General of the Department of Business
Development, Ministry of Commerce of Thailand in respect of the Existing Thai Guarantor’s guarantee
of the obligations of Reynolds Group Holdings Limited and Pactiv Corporation (the “Additional Thai
Business Permit”), (i) the guarantee provided and/or assumed by the Existing Thai Guarantor shall
extend, without any further action or other formality, to include the debts and obligations of
Reynolds Group Holdings Limited and Pactiv Corporation, regardless of whether such debts and
obligations thereof are incurred by themselves or by the inclusion of, assumption of, guaranteeing
of, or being jointly liable to, any other party’s debts. For the purpose of this clause, the
effective date of the Additional Thai Business Permit means the date of payment of the fees
required under the permit or other date as specifically provided in such Additional Thai Business
Permit.



          (v) Limitations on Guarantees Granted by German Guarantors.



     If the guarantee and indemnity granted in Article X of this Agreement is given by a Loan Party
incorporated in Germany in the legal form of a limited liability company (Gesellschaft mit
beschränkter Haftung (GmbH)) or a limited partnership where the sole general partner is a GmbH
(“GmbH & Co. KG”) (each, a “German Guarantor”), the following shall apply:



          (1) The Bank Secured Parties shall be entitled to enforce the Guarantee against the
applicable German Guarantor without limitation in respect of:




     any and all amounts that are owed under the Loan Documents by such German
Guarantor or by any of its Subsidiaries; and




     any and all amounts which correspond to funds that have been borrowed under
the Loan Documents to the extent borrowed, on-lent or otherwise passed on to, or
issued for the benefit of, the applicable German Guarantor or any of its
Subsidiaries, or for the benefit of any of their creditors and in each case not
repaid and outstanding from time to time (in aggregate, the “Unlimited Enforcement
Amount”).



          (2) Besides an enforcement in respect of the Unlimited Enforcement Amount applicable to any
German Guarantor pursuant to paragraph (a) above, the Bank Secured Parties shall not be entitled to
enforce the Guarantee against such German Guarantor if and to the extent that:




     the Guarantee secures the obligations of a Loan Party that is (x) a
shareholder of the German Guarantor or (y) an affiliated company (verbundenes
Unternehmen) within the meaning of Section 15 of the



232









 






German Stock Corporation Act (Aktiengesetz) of a shareholder of the German
Guarantor (other than the German Guarantor and its Subsidiaries); and




     the enforcement would have the effect of (x) reducing such German Guarantor’s
(or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) net assets
(Reinvermögen) (the “Net Assets”) to an amount of less than its (or, in case of a
GmbH & Co. KG, its general partner’s (Komplementär)) stated share capital
(Stammkapital) or, if the Net Assets are already an amount of less than its (or, in
case of a GmbH & Co. KG, its general partner’s (Komplementär)) stated share
capital, of causing such amount to be further reduced and (y) would thereby affect
the assets required for the obligatory preservation of the German Guarantor’s (or,
in case of a GmbH & Co. KG, its general partner’s (Komplementär)) stated share
capital (Stammkapital) according to section 30, 31 German Limited Liability
Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung), in
each case, provided that the amount of the stated share capital to be taken into
consideration shall be the amount registered in the commercial register on the
Closing Date, and any increase of the stated share capital registered after the
date of this Agreement shall only be taken into account if such increase has been
effected with the prior written consent of the Administrative Agent.



          (3) The Net Assets shall be calculated as an amount equal to the sum of the values of such
German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) assets
(consisting of all assets which correspond to the items set forth in section 266 sub-section(2) A,
B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of such German
Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) liabilities
(consisting of all liabilities and liability reserves which correspond to the items set forth in
section 266 sub-section(3) B, C and D of the German Commercial Code), except that:




     any asset that is shown in the balance sheet with a book value (Buchwert) that
is significantly lower than the market value of such asset and that is not
necessary for such German Guarantor’s business (nicht betriebsnotwendig) shall be
taken into account with its market value;




     obligations under loans provided to such German Guarantor by any member of the
Group or any other affiliated company shall not be taken into account as
liabilities as far as such loans are subordinated by law or contract at least to
the claims of the unsubordinated creditors of such German Guarantor; and



233









 






     obligations under loans or other contractual liabilities incurred by such
German Guarantor (or, in case of a GmbH & Co. KG, its general partner’s
(Komplementär)) in violation of the provisions of the Loan Documents shall not be
taken into account as liabilities.



     The Net Assets shall be determined in accordance with the generally accepted accounting
principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and
shall be based on the same principles that were applied by such German Guarantor in the preparation
of its most recent annual balance sheet (Jahresbilanz).



     It is understood that the assets of the respective German Guarantor (or, in case of a GmbH &
Co. KG, its general partner (Komplementär)) will be assessed at liquidation values
(Liquidationswerte) if the managing directors of the applicable German Guarantor (or, in case of a
GmbH & Co. KG, its general partner (Komplementär)), at the time they prepare the Management
Determination (as defined below) are, due to factual or legal circumstances at that time, in their
opinion not able to make a positive prognosis as to whether the business of the applicable German
Guarantor (or, in case of a GmbH & Co. KG, its general partner (Komplementär)) can carry on as a
going concern (positive Forführungsprognose), in particular when such Guarantee is enforced.



          (4) The limitations set out in paragraph (b) above shall only apply if and to the extent
that:




     without undue delay, but not later than within 5 Business Days, following
receipt of a request for payment under the Guarantee by the Administrative Agent
(the “Notice”), the applicable German Guarantor shall have confirmed in writing to
the Administrative Agent (x) to what extent the Guarantee is an up-stream or
cross-stream Guarantee as described in clause (i) of paragraph (b) above and (y)
which amount of such up-stream or cross-stream Guarantee cannot be enforced as it
would cause the net assets of the applicable German Guarantor to fall below its
stated share capital (taking into account the adjustments set out in paragraph (c)
above) and such confirmation is supported by evidence reasonably satisfactory to
the Agent (acting on behalf of the Bank Secured Parties (the “Management
Determination”) and the Bank Secured Parties shall not have contested this and
argued that no or a lesser amount would be necessary to maintain the German
Guarantor’s stated share capital; or




     within 20 Business Days following the date the Bank Secured Parties shall have
contested the Management Determination, the Bank Secured Parties shall have
received from the applicable German Guarantor an up-to-date balance sheet prepared
by a firm of internationally recognized auditors (the “Determining Auditors”) that
shows the value of



234









 






such German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s
(Komplementär)) Net Assets (the “Balance Sheet”). The Balance Sheet shall be
prepared in accordance with the principles set out in paragraph (c) above, provided
that the final sentence of paragraph (c) above shall not apply unless the
Determining Auditors shall have determined in an independent assessment that the
assets of applicable German Guarantor (or, in case of a GmbH & Co. KG, its general
partner (Komplementär)) should be evaluated at liquidation values
(Liquidationswerte) in accordance with the generally accepted accounting principles
applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung)
and shall contain further information (in reasonable detail) relating to items to
be adjusted pursuant to paragraph (c) above.



     If such German Guarantor fails to deliver a Balance Sheet within the aforementioned time
period, the Bank Secured Parties shall be entitled to enforce the Guarantee irrespective of the
limitations set out in paragraph (b) above



          (5) If the Bank Secured Parties disagree with the Balance Sheet, they shall be entitled to
enforce the Guarantee up to the amount which, according to the Balance Sheet, can be enforced in
compliance with the limitations set out in paragraph (b) above. In relation to any additional
amounts for which such German Guarantor is liable under the Guarantee, the Bank Secured Parties
shall be entitled to pursue their claims (if any) further and such German Guarantor shall be
entitled to prove that this amount is necessary for maintaining its (or, in case of a GmbH & Co.
KG, its general partner’s (Komplementär)) stated share capital (calculated as of the date the
demand under the Guarantee was made).



          (6) No reduction of the amount enforceable under this Section 5 of Schedule 10.03 shall
prejudice the right of the Bank Secured Parties to continue enforcing the Guarantee (subject always
to the operation of the limitations set out above at the time of such enforcement) until full
satisfaction to the claims guaranteed.



          (vi) Limitations on Guarantees Granted by Luxembourg Guarantors.



          (1) Notwithstanding any other provisions of the Agreement or any other Loan Document, the
obligations of any Guarantor incorporated in Luxembourg (the “Luxembourg Guarantor”) under
(i) Section 10.01 of the Agreement, (ii) Article X of the November 2009 Senior Secured Note
Indenture, (iii) Article X of May 2010 Senior Unsecured Note Indenture, (iv) Article X of the
October 2010 Senior Secured Note Indenture, (v) Article X of the October 2010 Senior Unsecured Note
Indenture, (vi) Article X of the February 2011 Senior Secured Note Indenture, (vii) Article X of
the February 2011 Senior Unsecured Note Indenture and (viii) any other guarantee commitment
contained in an agreement, including, but not limited to, any facility, loan



235









 




agreement or indenture which Holdings and the Administrative Agent agree is subject to this
limitation, in each case in respect of the obligations of any Loan Party that is not a direct or
indirect subsidiary of such Luxembourg Guarantor (in this Schedule the “Luxembourg
Guarantees”), shall be limited to the aggregate maximum amount (if any) permitted under
applicable Luxembourg law.




          (2) For the avoidance of doubt, clause (a) shall not apply to or in any way limit any
security interests granted by a collateral agreement entered into by a Luxembourg Guarantor.



          (vii) Waiver by Guernsey Guarantors.



     Any Loan Party organized in Guernsey irrevocably waives and abandons any right which it has or
may at any time have under the existing or future laws of Guernsey pursuant to the principle of
"droit de discussion” or otherwise, requiring that recourse be had to the assets of any party
before any action is taken under the Agreement against it, and further irrevocably waives and
abandons any right it has or may have at any time under the existing or future laws of Guernsey,
pursuant to the principle of “droit de division” or otherwise, to require that any other party be
made a party to any proceedings, or that its liability be divided or apportioned with any other
party or reduced in any manner whatsoever.



          (viii) Waiver by Mexican Guarantors.



     Any Loan Party organized in Mexico (each, a “Mexican Guarantor”) expressly acknowledges that
the Guarantee is governed by the laws of the State of New York and expressly agrees that any rights
and privileges that it might otherwise have under the laws of Mexico shall not be applicable to
such Guarantee, including, but not limited to, any benefit of orden, excusión, división, quita,
novación, espera and modificación which may be available to it under articles 2813, 2814, 2815,
2816, 2821, 2822, 2823, 2827, 2836, 2840, 2845, 2847, 2848 and 2849 of the Federal Civil Code of
Mexico and the corresponding articles under the Civil Code in effect for the Federal District of
Mexico and in all other states of Mexico, and such acknowledgment and agreement are without
prejudice to such Mexican Guarantor’s rights and/or privileges under the laws of New York (as such
rights have been modified by and/or waived in the Loan Documents). Each Mexican Guarantor
incorporated in Mexico represents that it is familiar with the contents of these articles and
agrees that there is no need to reproduce them herein.



          (ix) Limitations on Guarantees Granted by English and Welsh Guarantors.



     Notwithstanding any other provision of the Agreement or any other Loan Document, the Guarantee
of any Loan Party organized in England or Wales shall not apply to any obligation to the extent
that it would result in such Guarantee constituting



236









 




unlawful financial assistance within the meaning of Section 678 or 679 of the Companies Act 2006
(as amended or replaced).




          (x) Limitations on Guarantees Granted by Hong Kong Guarantors.


Notwithstanding any other provision of the Agreement or any other Loan Document, the Guarantee of
any Loan Party organized in Hong Kong (each, a “Hong Kong Guarantor”) shall not apply to any
obligation to the extent that it would result (a) in such Guarantee constituting a breach of
Section 47A (Prohibition of Financial Assistance) of the Companies Ordinance (Chapter 32 of the
Laws of Hong Kong) (as amended or replaced) and (b) in a reduction in such Hong Kong Guarantor’s
net assets as properly recorded in its books unless, to the extent that it does, such Hong Kong
Guarantor has sufficient distributable reserves to cover that reduction.




          (xi) Limitations on Guarantees Granted by Additional Guarantors.



     Notwithstanding any other provision of the Agreement or any other Loan Document, the Guarantee
given by any Subsidiary that becomes a Guarantor after the Effective Date (an “Additional
Guarantor”) is subject to any limitations set forth in the Guarantor Joinder Agreement applicable
to such Additional Guarantor.




237











 





EXHIBIT A




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.




[FORM OF]




ADMINISTRATIVE QUESTIONNAIRE



REYNOLDS GROUP HOLDINGS LIMITED



	 	 	 
	Agent Information	 	Agent Closing Contact
	Credit Suisse AG

	 	Fay Rollins
	Eleven Madison Avenue

	 	Tel: (212) 325-9041
	New York, NY 10010

	 	Fax: (212) 538-9120
	 

	 	Desktop: (212) 743-1422
	 

	 	E-Mail: fay.rollins@credit-suisse.com







Agent Wire Instructions

BANK OF NEW YORK, NY

ABA Number: [                         ]

Account Name: [                         ]

Account Number: [                          ]












 












It is very important that all of the requested information be completed
accurately and that this questionnaire be returned promptly. If your
institution is sub-allocating its allocation, please fill out an administrative
questionnaire for each legal entity.








Legal Name of Lender to appear in Documentation:




      




	 	 	 

	Signature Block Information:
	 	 
	 

	 	 






	 	•	 	Signing Credit Agreement o Yes    o No
	 
	 	•	 	Coming in via Assignment o Yes    o No





	 	 	 

	Type of Lender:
	 	 
	 

	 	 





(Bank, Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual
Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other-please specify)




	 	 	 

	Lender Parent:
	 	 
	 

	 	 





A-239









 










Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc.








	 	 	 	 	 
	 	 	Primary Credit Contact	 	Secondary Credit Contact
	 
	 	 	 	 
	Name: 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Company:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Telephone:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Facsimile:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	E-Mail Address:
	 	 	 	 
	 

	 	 
	 	 





	 	 	 	 	 
	 	 	Primary Operations Contact	 	Secondary Operations Contact
	 
	 	 	 	 
	Name: 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Company:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 
	 	 












Lender’s Domestic Wire Instructions






	 	 	 	 	 

	Bank Name:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	ABA/Routing No.:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Account Name:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Account No.:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	FFC Account Name:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	FFC Account No.:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Attention:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Reference:
	 	 	 	 
	 

	 	 
	 	 






A-240











 




NON-U.S. LENDER INSTITUTIONS:




I. Corporations:



If your institution is incorporated outside of the United States for U.S. federal income tax
purposes, and is the beneficial owner of the interest and other income it receives, you
must complete one of the following three tax forms, as applicable to your institution: a.) Form
W-8BEN (Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively
Connected to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or
Governmental Agency).



A U.S. taxpayer identification number is required for any institution submitting Form W-8ECI. It
is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with
the U.S. Please refer to the instructions when completing the form applicable to your institution.
In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed
forms. An original tax form must be submitted.




II. Flow-Through Entities:



If your institution is organized outside the U.S., and is classified for U.S. federal income tax
purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S.
flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign
Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed
by the intermediary together with a withholding statement. Flow-through entities other than
Qualified Intermediaries are required to include tax forms for each of the underlying beneficial
owners.



Please refer to the instructions when completing this form. In addition, please be advised that
U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be
submitted.



U.S. LENDER INSTITUTIONS:



If your institution is incorporated or organized within the United States, you must
complete and return Form W-9 (Request for Taxpayer Identification Number and Certification).
Please be advised that we request that you submit an original Form W-9.




Pursuant
to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income.
Failure to provide the proper tax form when requested may subject your institution to U.S. tax
withholding.






A-241









 








EXHIBIT B




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.




[FORM OF]




ASSIGNMENT AND ACCEPTANCE



          This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the
Effective Date set forth below and is entered into by and between the Assignor (as defined below)
and the Assignee (as defined below). Reference is made to the Second Amended and Restated Credit
Agreement dated as of August 9, 2011 (as amended, supplemented or otherwise modified from time to
time, the “Second Amended and Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS
INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS INC., a Delaware corporation,
PACTIV CORPORATION, a Delaware corporation, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware
corporation, SIG EURO HOLDING AG & CO KGAA, a German partnership limited by shares, SIG AUSTRIA
HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung),
CLOSURE SYSTEMS INTERNATIONAL BV, a private company with limited liability (besloten vennootschap
met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands, REYNOLDS GROUP
HOLDINGS LIMITED, a New Zealand limited liability company, the Guarantors, the Lenders and CREDIT
SUISSE AG, as administrative agent, receipt of a copy of which is hereby acknowledged by the
Assignee.




          Capitalized terms used in this Assignment and Acceptance and not otherwise defined herein have
the meanings specified in the Second Amended and Restated Credit Agreement. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Acceptance as if set forth herein in full.




          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Second Amended






 









 







and Restated Credit Agreement, as of the Effective Date inserted by the Administrative Agent
as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender
under the Second Amended and Restated Credit Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and percentage interest identified
below of all of such outstanding rights and obligations of the Assignor under the facility
identified below (including participations in any Letters of Credit included in such facility),
(ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of the Assignor (in its capacity as a Lender) against any Person,
whether known or unknown, arising under or in connection with the Second Amended and Restated
Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan
transactions governed thereby or in any way based on or related to any of the foregoing, including,
but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above and (iii) all of the Assignor’s rights and obligations in its capacity as a
Bank Secured Party under the First Lien Intercreditor Agreement or a Senior Creditor under the
Existing Intercreditor Agreement and any other documents or instruments delivered pursuant thereto
(the rights and obligations sold and assigned pursuant to clauses (i), (ii) and (iii) above being
referred to herein collectively as the “Assigned Interest”). Such sale and assignment is
without recourse to the Assignor and, except as expressly provided in this Assignment and
Acceptance, without representation or warranty by the Assignor.





	 	1.	 	Assignor (the “Assignor”):
	 
	 	2.	 	Assignee (the “Assignee”):
	 
	 	 	 	Assignee is an Affiliate of: [Name of Lender]
	 
	 	 	 	Assignee is an Approved Fund of: [Name of Lender]
	 
	 	3.	 	Assignee’s Address for Notices:
	 
	 	4.	 	Assigned Interest:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	 	Amount of	 	 	Percentage Assigned	 
	 	 	Commitment/Loans of	 	 	Commitment/Loans	 	 	of Commitment/	 
	Facility	 	all Lenders	 	 	Assigned	 	 	Loans	 
	US Term Loans
	 	 	 	 	 	 	 	 	 	 	 	 
	Tranche B Term Loans ($)
	 	$	 	 	 	$	 	 	 	 	%	 
	Tranche C Term Loans ($)
	 	$	 	 	 	$	 	 	 	 	%	 
	European Term Loan (€)
	 	€	 	 	 	€	 	 	 	 	%	 
	US Revolving Credit Facility ($)
	 	$	 	 	 	$	 	 	 	 	%	 
	European Revolving Credit
Facility (€)
	 	€	 	 	 	€	 	 	 	 	%	 





Effective Date:








B-2









 








     The terms set forth in this Assignment and Acceptance are hereby agreed to:



	 	 	 	 	 
	 	[NAME OF ASSIGNOR], AS ASSIGNOR,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	[NAME OF ASSIGNEE], AS ASSIGNEE,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-3









 






	 	 	 	 	 



	 	 	 	 	 
	 	[CONSENTED TO AND] ACCEPTED:

CREDIT SUISSE AG, CAYMAN ISLANDS

BRANCH, AS ADMINISTRATIVE AGENT

AND ISSUING BANK,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[CONSENTED TO]:



[BORROWER(S)][HOLDINGS, AS LOAN

PARTIES’ AGENT ON BEHALF OF THE

BORROWERS],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-4









 






	 	 	 	 	 



	 	 	 	 	 
	 	[                       ], AS ISSUING BANK,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








B-5









 








Annex I




SECOND AMENDED AND RESTATED CREDIT AGREEMENT




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE




     1. Representations and Warranties.



     1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Second Amended and
Restated Credit Agreement or any of the Intercreditor Agreements, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Second Amended and Restated
Credit Agreement, (iii) the financial condition of each of the U.S. Borrowers, the European
Borrowers or any of the Subsidiaries or Affiliates or any other Person obligated in respect of the
Second Amended and Restated Credit Agreement or (iv) the performance or observance by the U.S.
Borrowers, the European Borrowers or any of their Subsidiaries or Affiliates or any other Person of
any of their obligations under the Second Amended and Restated Credit Agreement or the
Intercreditor Agreements.



     1.2. Assignee.



     (a) The Assignee represents and warrants that (i) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate
the transactions contemplated hereby and to become a Lender under the Second Amended and Restated
Credit Agreement and a party to the Intercreditor Agreements, (ii) it satisfies the requirements,
if any, specified in the Second Amended and Restated Credit Agreement that are required to be
satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after
the Effective Date, it shall be bound by the provisions of (A) the Second Amended and Restated
Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender under the Second Amended and Restated Credit Agreement, (B) the First Lien
Intercreditor Agreement as a Bank Secured Party thereunder and (C) the Existing Intercreditor
Agreement as a Senior Creditor thereunder, (iv) it has received a copy of (A) the Second Amended
and Restated Credit Agreement and (B) each of the Intercreditor Agreements, together with copies of
the most recent financial statements referred to in Section 3.05 of the Second Amended and Restated
Credit Agreement or delivered pursuant to Section 5.04 of the Second Amended and Restated Credit
Agreement, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision independently and
without reliance on any Agent or any other Lender, (v) attached to this Assignment and Acceptance
is any documentation required to be delivered by it pursuant to Section 2.20 of the Second Amended
and Restated Credit Agreement, duly completed and executed by the Assignee, (vi) it has received a
copy of each of the German Security Documents (as defined in the First



 









 




Lien Intercreditor Agreement) of an accessory nature (the pledge agreements), is aware of
their contents and hereby expressly consents to and ratifies (genehmigt) the declarations of the
Collateral Agent made as representative without power of attorney (Vertreter ohne Vertretungsmacht)
on behalf of the undersigned as a Secured Party (as defined in the First Lien Intercreditor
Agreement), as future pledgee in such German Security Documents, and (vii) if such assignment is
for less than €50,000, it is a “professional market party” (professionele marktpartij) within the
meaning of the Dutch Financial Supervision Act (Wet op het financieel toezicht) including any and
all decrees and regulations issued pursuant thereto.




     The Assignee agrees that (i) it will, independently and without reliance on the Assignor, any
Agent or any other Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the
Second Amended and Restated Credit Agreement, (ii) it will perform in accordance with their terms
all of the obligations which by the terms of the Second Amended and Restated Credit Agreement are
required to be performed by it as a Lender and (iii) it hereby appoints and authorizes the
Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to
exercise such powers under the Loan Documents as are delegated to the Administrative Agent and the
Collateral Agent, respectively, by the terms thereof, together with such powers as are reasonably
incidental thereto and (iv) it will be bound by and become a party to, as if originally named a
Bank Secured Party therein, the First Lien Intercreditor Agreement.



     2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.



     3. Place of Performance.



     The parties to this Assignment and Acceptance shall perform their obligations under or in
connection with this Assignment and Acceptance exclusively at the Place of Performance (as defined
below), but in no event at a place in Austria and the performance of any obligations or liability
under or in connection with this Assignment and Acceptance within the Republic of Austria shall not
constitute a discharge or performance of such obligation or liability.



     For the purposes of the above, “Place of Performance” means:



     (a) in relation to any payment under or in connection with this Assignment and Acceptance,
the place at which such payment is to be made pursuant to Section 2.19 of the Second Amended and
Restated Credit Agreement; and



     (b) in relation to any other obligation or liability under or in connection with this
Assignment and Acceptance, the premises of the Administrative Agent in New York or any other place
outside of Austria as the Administrative Agent may specify from time to time.



     4. General Provisions. This Assignment and Acceptance shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns. This
Assignment and Acceptance may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and



2









 




Acceptance by facsimile or other electronic transmission shall be as effective as delivery of
a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance
shall be construed in accordance with and governed by the law of the State of New York.









3









 








EXHIBIT C




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.




[FORM OF]




BORROWING REQUEST




	To:	 	 Credit Suisse AG, as Administrative Agent

Eleven Madison Avenue

New York, NY 10010

Attention: Agency Group





[Date]



Ladies and Gentlemen:




          Reference is made to the Second Amended and Restated Credit Agreement dated as of August 9,
2011 (as amended, supplemented or otherwise modified from time to time, the “Second Amended and
Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation
(“RGHI”), REYNOLDS CONSUMER PRODUCTS HOLDINGS INC., a Delaware corporation
(“Reynolds”), PACTIV CORPORATION, a Delaware corporation (“Pactiv”), CLOSURE
SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation (“Closure US”), SIG EURO
HOLDING AG & CO KGAA, a German partnership limited by shares (“SIG Euro”), SIG AUSTRIA
HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung)
(“SIG Austria”), CLOSURE SYSTEMS INTERNATIONAL BV, a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The
Netherlands (“Closure Netherlands”), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited
liability company (“Holdings”), the Guarantors, the Lenders and CREDIT SUISSE AG, as
administrative agent (in such capacity, the “Administrative Agent”), and the other parties
thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Second Amended and Restated Credit Agreement.



[Holdings, on behalf of,1][RGHI][Reynolds][Pactiv][Closure US][SIG Euro][SIG
Austria][Closure Netherlands] hereby requests (select one):






 




			
	1	 	Holdings may make a request and sign on
behalf of any Borrower as Loan Parties’ Agent.





 











 






	 	o	 	A Borrowing of new Loans (the “Requested Borrowing”)
	 
	 	 	 	[Holdings, on behalf of,][RGHI][Reynolds][Pactiv][Closure US][SIG Euro][SIG
Austria][Closure Netherlands] requests and instructs the Administrative Agent to
make the Requested Borrowing available to such Borrower by (check whichever is
applicable):





	 	 	 

	 

	 	depositing the same in the following account maintained

with Administrative Agent:
	 

	 	___________________________________________
	 
	 	 
	 

	 	wire transfer in accordance with the following wiring

instructions:
	 

	 	________________________________________







	 	o	 	A conversion of Loans
	 
	 	o	 	A continuation of Loans




to be made on the terms set forth below: 




	 	 	 	 	 

	(A)

	 	Facility of Borrowing2
	 	 

	 
	 	 	 	 
	(B)

	 	Date of Borrowing, conversion or
continuation (which is a Business Day)
	 	 

	 
	 	 	 	 
	(C)

	 	Principal amount
	 	 

	 
	 	 	 	 
	(D)

	 	Type of Loan3
	 	 

	 
	 	 	 	 
	(E)

	 	Interest Period4
	 	 

	 
	 	 	 	 
	(F)

	 	Currency of Loan
	 	 






The above request has been made to the Administrative Agent by telephone at [          ].






 




			
	2	 	U.S. Term Loan, European Term Loan, Other
Term Loan, U.S. Revolving Loan, European Revolving Loan or Other Revolving
Loan.
	 
	3	 	Specify Eurocurrency or Alternate Base Rate.
	 
	4	 	Applicable for Eurocurrency Borrowing only.




C-2









 










          [[Holdings,
on behalf of,5][RGHI][Reynolds][Pactiv][Closure US][SIG Euro][SIG
Austria][Closure Netherlands] hereby represents and warrants to the Administrative Agent and the
Lenders that, on the date of Borrowing, the conditions to borrowing specified in Section 4.01 of
the Second Amended and Restated Credit Agreement have been
satisfied.]6




	 	 	 	 	 
	 	[REYNOLDS GROUP HOLDINGS LIMITED, ON BEHALF OF,]


[REYNOLDS GROUP HOLDINGS INC.]

[REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.]

[PACTIV CORPORATION]

[CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.]

[SIG EURO HOLDING AG & CO KGAA]

[SIG AUSTRIA HOLDING GMBH]

[CLOSURE SYSTEMS INTERNATIONAL BV]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	5	 	Holdings may make a request and sign on
behalf of any Borrower as Loan Parties’ Agent.
	 
	6	 	Insert bracketed language if the Borrower is
requesting a Borrowing of new Loans.




C-3









 










EXHIBIT D




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.






     GUARANTOR JOINDER (this “Joinder”) dated as of [•], 20[•] to the Second
Amended and Restated Credit Agreement dated as of August 9, 2011 (as
amended, supplemented or otherwise modified from time to time, the “Second
Amended and Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC.,
a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS INC., a Delaware
corporation, PACTIV CORPORATION, a Delaware Corporation, CLOSURE SYSTEMS
INTERNATIONAL HOLDINGS INC., a Delaware corporation, SIG EURO HOLDING AG &
CO KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH,
an Austrian limited liability company (Gesellschaft mit beschränkter
Haftung), CLOSURE SYSTEMS INTERNATIONAL BV, a private company with limited
liability (besloten vennootschapm met beperkte aansprakelijkheid),
incorporated under the laws of The Netherlands, REYNOLDS GROUP HOLDINGS
LIMITED, a New Zealand limited liability company, the Guarantors, the
Lenders and CREDIT SUISSE AG, as administrative agent.



          A. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Second Amended and Restated Credit Agreement.




          B. The Guarantors have entered into the Second Amended and Restated Credit Agreement in order
to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit. Section 5.12
of the Second Amended and Restated Credit Agreement provides that additional Subsidiaries may
become Guarantors under the Second Amended and Restated Credit Agreement by execution and delivery
of an instrument substantially in the form of this Joinder. The undersigned Borrower or Subsidiary
(the “New Guarantor”) is executing this Joinder in accordance with the requirements of the Second
Amended and Restated Credit Agreement to become a Guarantor under the Second Amended and Restated
Credit Agreement in order to






 









 







induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters
of Credit and as consideration for Loans previously made and Letters of Credit previously issued.




          Accordingly, the Administrative Agent and the New Guarantor agree as follows:




          SECTION 1. (a) In accordance with Section 5.12 of the Second Amended and Restated Credit
Agreement, the New Guarantor by its signature below becomes a Guarantor under the Second Amended
and Restated Credit Agreement with the same force and effect as if originally named therein as a
Guarantor and the New Guarantor hereby (i) agrees to all the terms and provisions of the Second
Amended and Restated Credit Agreement applicable to it as a Guarantor thereunder and (ii)
represents and warrants that the representations and warranties made by it as a Guarantor
thereunder are true and correct in all material respects on and as of the date hereof, except to
the extent such representations and warranties expressly relate to an earlier date. Each reference
to a “Guarantor” in the Second Amended and Restated Credit Agreement shall be deemed to include the
New Guarantor. The Second Amended and Restated Credit Agreement is hereby incorporated herein by
reference.




          [(b)] [Include if the New Guarantor is organized in Mexico: The New Guarantor acknowledges and
represents that (i) it will receive valuable direct or indirect benefits as a result of the
entering into of this Joinder and the transactions contemplated by the Loan Documents; (ii) it is
solvent pursuant to the terms of the Mexican Ley de Concursos Mercantiles; and (iii) it is not
subject to concurso mercantil or bankruptcy (quiebra) proceedings and it has no reason to believe
that it will be declared in concurso mercantil or bankrupt (quiebra).]




          [(b)][(c)][Include if the New Guarantor is not organized under English law and is granting
English law security: The New Guarantor has not registered one or more “establishments” (as that
term is defined in Part 2 of The Overseas Companies Regulations 2009) with the Registrar of
Companies or, if it has so registered, it has provided to the Administrative Agent sufficient
details to enable an accurate search against it to be undertaken by the Lenders at the Companies
Registry.]




          SECTION 2. The New Guarantor hereby agrees to (i) be bound by and become a party to the First
Lien Intercreditor Agreement, as amended, supplemented or otherwise modified from time to time, as
if originally named a Guarantor therein and (ii) execute and deliver accession deeds to the
Existing Intercreditor Agreement in form and substance reasonably satisfactory to the Security
Trustee (as defined in the Existing Intercreditor Agreement) thereunder.




          SECTION 3. The New Guarantor represents and warrants to the Administrative Agent and the
other Secured Parties that this Joinder has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its
terms.




          SECTION 4. The New Guarantor is a company duly organized under the law of [name of relevant
jurisdiction]. The guarantee of the New Guarantor giving a guarantee other than in respect of its
subsidiary is subject to the following limitations:







D-2









 








          (a) if the New Guarantor is organized in any jurisdiction set forth on Schedule 10.03 to the
Second Amended and Restated Credit Agreement and is giving a guarantee other than in respect of its
subsidiary, the relevant limitations set forth therein in relation to the New Guarantor shall
apply; and




          (b) if (i) the New Guarantor is organized in any other jurisdiction and is giving a guarantee
[other than in respect of its subsidiary1] or (ii) the New Guarantor is organized in any
jurisdiction set forth on Schedule 10.03 to the Second Amended and Restated Credit Agreement, is
giving a guarantee other than in respect of its subsidiary and limitations other than the relevant
limitations set forth on Schedule 10.03 to the Second Amended and Restated Credit Agreement are
agreed in respect of the New Guarantor, then, clause (a) above notwithstanding, [insert guarantee
limitation wording for relevant jurisdiction].




          SECTION 5. The New Guarantor confirms that no Default has occurred or would occur as a result
of the New Guarantor becoming a Guarantor under the Second Amended and Restated Credit Agreement.




          SECTION 6. This Joinder may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Joinder shall become effective when the
Administrative Agent shall have received counterparts of this Joinder that, when taken together,
bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed
signature page to this Joinder by facsimile transmission or other electronic transmission (e.g.,
“pdf”) shall be as effective as delivery of a manually signed counterpart of this Joinder.




          SECTION 7. Except as expressly supplemented hereby, the Second Amended and Restated Credit
Agreement shall remain in full force and effect.




          SECTION 8. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.




          SECTION 9. In case any one or more of the provisions contained in this Joinder should be held
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and in the Second Amended and Restated Credit Agreement shall
not in any way be affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself affect the validity of
such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.




          SECTION 10. All communications and notices hereunder shall (except as otherwise expressly
permitted by the Second Amended and Restated Credit Agreement) be in






 




			
	1	 	This wording is to be removed if the New
Subsidiary Guarantor is organized in Spain.




D-3









 









writing and given as provided in Section 9.01 of the Second Amended and Restated Credit
Agreement. All communications and notices hereunder to the New Guarantor shall be given to it in
care of Holdings as provided in Section 9.01 of the Second Amended and Restated Credit Agreement.




          SECTION 11. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with this Joinder, including the fees, other charges and
disbursements of counsel for the Administrative Agent.







D-4









 








          IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this
Joinder as of the day and year first above written.




	 	 	 	 	 
	 	[NAME OF NEW GUARANTOR],

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH, AS ADMINISTRATIVE AGENT

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



D-5









 






	 	 	 	 	 



EXHIBIT E




Agreed Security Principles





	(A)	 	Considerations
	 
	1.	 	The security that will be provided in support of the Obligations (as defined in the First
Lien Intercreditor Agreement) will be given in accordance with certain security principles
(the “Security Principles”) set forth below.
	 
	2.	 	The Security Principles embody recognition by all parties that there may be certain legal and
practical difficulties in obtaining effective security from the Loan Parties. However, it is
acknowledged that to the extent the Security Principles conflict with the specific provisions
of any Loan Document (other than those explicitly qualified by these Security Principles), the
provisions of such Loan Document will prevail.
	 
	3.	 	For purposes of the Security Principles, “value” refers to fair market value, provided that
if no fair market value is readily ascertainable, value shall refer to book value determined
in accordance with GAAP (as defined in the Second Amended and Restated Credit Agreement)
(consistently applied), as of the date of the most recently ended fiscal quarter for which
financial statements are available.
	 
	4.	 	For the purposes of the covenants set forth in the Loan Documents, the Applicable
Representative (as defined in the First Lien Intercreditor Agreement) from time to time shall
make all determinations on behalf of the Secured Parties (as defined in the First Lien
Intercreditor Agreement) with respect to these Security Principles.




The Security Principles are as follows:





	 	(a)	 	general statutory limitations, financial assistance, capital maintenance,
corporate benefit, fraudulent preference, “thin capitalisation” rules, retention of
title claims, exchange control restrictions and similar principles may limit the ability
of a Loan Party to provide a guarantee or security or may require that the guarantee or
security be limited by an amount or otherwise; the Loan Parties will use reasonable
endeavours to provide the maximum permissible credit support and to assist in
demonstrating that adequate corporate benefit accrues to any relevant Loan Party;
	 
	 	(b)	 	the security and extent of its perfection may be limited where the Applicable
Representative reasonably determines in consultation with the Loan Parties that the cost
to the Loan Parties (including for the avoidance of doubt, any material tax costs to the
Loan Parties taken as a whole) of providing security is excessive in relation to the
benefit accruing to the Secured Parties;
	 
	 	(c)	 	any assets subject to third party arrangements which are permitted by the Loan
Documents and which prevent those assets from being subject to a Lien will not be
subject to a Lien in any relevant Security Document, provided that reasonable endeavours
to obtain consent to such Lien shall be used by the relevant Loan Party if the relevant
asset is material and if seeking such consent will not adversely affect the business of
the Loan Parties or their commercial relationships;
	 
	 	(d)	 	guarantees and security will not be required from companies that are not wholly
owned (such term, as used throughout these Security Principles, to exclude directors’
qualifying shares and similar insignificant minority ownership interests) by any Loan
Party. Where security is provided by a wholly owned subsidiary of any Loan Party
(whether direct or indirect) and such subsidiary subsequently ceases to be wholly owned
but remains a subsidiary, there shall be no requirement for the release of such
guarantee or security;




 









 






	 	(e)	 	Holdings and its subsidiaries (collectively, the “Group”) will not be required to
grant guarantees or enter into Security Documents if it would conflict with the
fiduciary duties of their directors or contravene any legal prohibition or result in a
risk of personal or criminal liability on the part of any officer, provided that the
relevant member of the Group shall use reasonable endeavours to overcome any such
obstacle and provided further that the above limitation shall be assessed in respect of
the obligations of such member of the Group under the Credit Documents (as defined in
the First Lien Intercreditor Agreement) generally and not just the guarantee or security
being granted by that member of the Group;
	 
	 	(f)	 	Loan Parties will not be required to grant guarantees or enter into Security
Documents where there would be a significant tax disadvantage in doing so. Without
limiting the generality of the foregoing, no Loan Party shall be required to give a
guarantee or a pledge of its assets if such Loan Party is a “controlled foreign
corporation” for U.S. federal income tax purposes and in no event shall more than 65% of
the total outstanding voting equity interests of such Loan Party be required to be
pledged;
	 
	 	(g)	 	perfection of security, when required, and other legal formalities will be
completed as soon as practicable and, in any event, within the time periods specified in
the Loan Documents therefor or (if earlier or to the extent no such time periods are
specified in the Loan Documents) within the time periods specified by applicable law in
order to ensure due perfection. The perfection of security granted will not be required
if it would have a material adverse effect on the ability of the relevant Loan Party to
conduct its operations and business in the ordinary course as otherwise permitted by the
Loan Documents;
	 
	 	(h)	 	the Collateral Agent (acting in its own right or on behalf of the relevant
Secured Parties) shall be able to enforce the security granted by the Security Documents
without any restriction from (i) the constitutional documents of any Loan Party, to the
extent that such restrictions can be removed under relevant law, (ii) any Loan Party
which is or whose assets are the subject of such Security Document (but subject to any
inalienable statutory or common law rights which the Loan Parties may have to challenge
such enforcement) or (iii) any shareholders of the foregoing not party to the relevant
Security Document, to the extent that it is within the power of the Loan Parties to
ensure that such restrictions do not apply;
	 
	 	(i)	 	the maximum secured amount may be limited to minimize stamp duty, notarisation,
registration or other applicable fees, taxes and duties;
	 
	 	(j)	 	where a class of assets to be secured by a Loan Party includes material and
immaterial assets, the Loan Party and Applicable Representative may agree to a threshold
in respect of such assets and direct the Collateral Agent to act accordingly;
	 
	 	(k)	 	the only owned real property owned by Holdings and its Subsidiaries required to
be pledged on the Closing Date or as soon as reasonably practicable thereafter will be
the real property set forth in Schedule 1.01(d) to the Original Credit Agreement. After
the Closing Date, neither Holdings nor any of its Subsidiaries will be required to
pledge any real property owned by Holdings or such Subsidiaries unless the value of such
real property exceeds €5.0 million. Neither Holdings nor any of its Subsidiaries will
be required to pledge any property in which it has a leasehold interest;
	 
	 	(l)	 	unless granted under a global Security Document governed by the law of the
jurisdiction of a Loan Party or New York law, all security (other than share security
over subsidiaries of a Loan Party)




E-2









 






	 	 	 	shall be governed by the law of and secure assets located in the jurisdiction of
incorporation of that Loan Party, provided that for certain receivables security,
such security may be governed by the law of the jurisdiction of incorporation or
domicile of the creditor or the law that governs the underlying receivable;
	 
	 	(m)	 	other than where intellectual property is secured by a floating charge or other
similar all-asset security interest, security interests need only be granted for
intellectual property with a value greater than €1.0 million. Security interests in
intellectual property will be registered solely in the jurisdiction of incorporation of
the Loan Party that owns such intellectual property, provided that, with respect to
intellectual property that is material to the Loan Party, to the extent the registration
of a security interest in or the taking of any other commercially reasonable actions
with respect to, such intellectual property in any other jurisdiction is necessary to
ensure that the Secured Parties would be able to realize upon the value of the secured
intellectual property in the event of enforcement action, such registration or other
actions will be taken in such other jurisdiction as the Collateral Agent may reasonably
request taking into account the cost to the Loan Parties of such registration in
relation to the benefit accruing to the Secured Parties;
	 
	 	(n)	 	security interests will be taken over only those insurance policies of the Loan
Parties that are material to the Group as a whole, as reasonably determined by the
Applicable Representative;
	 
	 	(o)	 	other than where equipment is secured by a floating charge or other similar
all-asset security interest, security interests need only be granted for manufacturing
equipment with a value greater than €250,000;
	 
	 	(p)	 	security interests will be provided over the equity of any subsidiary that is not
a Loan Party only if (i) it is organized in a jurisdiction where one or more Loan Party
is organized, (ii) as of the last day of the fiscal quarter of Holdings most recently
ended for which financial statements are available, it had gross assets (excluding intra
group items but including investments in Subsidiaries) in excess of 1.0% of Consolidated
Total Assets or (iii) for the period of four consecutive fiscal quarters of Holdings
most recently ended for which financial statements are available, it had earnings before
interest, tax, depreciation and amortization calculated on the same basis as
Consolidated EBITDA in excess of 1.0% of the Consolidated EBITDA;
	 
	 	(q)	 	no security interest will be provided over the equity of any subsidiary that (a)
does not conduct any business operations, (b) has assets with a book value not in excess
of $100,000 and (c) does not have any indebtedness outstanding; and
	 
	 	(r)	 	guarantees will not be required from Graham Packaging and its subsidiaries that
are issuers in respect of the Graham Packaging Notes or Restricted Subsidiaries (as
defined in the Graham Packaging Note Indentures) (collectively, the “Graham Group”) for
so long as (x) any Graham Packaging Notes are outstanding and (y) the terms of the
Graham Packaging Notes prohibit the Graham Group from guaranteeing the Obligations (or
so long as, by virtue of guaranteeing the Obligations, would breach one or more
covenants contained in the Graham Packaging Note Indentures).






	 	 	For the avoidance of doubt, in these Security Principles, “cost” includes, but is not limited
to, income tax cost, registration taxes payable on the creation or for the continuance of any
security, stamp duties, out-of-pocket expenses and other fees and expenses directly incurred
by the relevant grantor of security or any of its direct or indirect owners, subsidiaries or
Affiliates.




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	(B)	 	Obligations to be Secured
	 
	1.	 	Subject to (A) (Considerations) and to paragraph 2 below, the obligations to be secured are
the Obligations.
	 
	(C)	 	General
	 
	 	 	Where appropriate, defined terms in the Security Documents should mirror those in the First
Lien Intercreditor Agreement.
	 
	(D)	 	Guarantors and Security
	 
	 	 	Each guarantee will be an upstream, cross-stream and downstream guarantee of all the
Obligations, subject to the requirements of the Security Principles in each relevant
jurisdiction. Subject to the Security Principles, the security will secure all of the
Obligations.
	 
	 	 	Subject to these Security Principles, the security package shall include stock and other
membership interests issued by a Loan Party and intercompany and trade receivables, bank
accounts (and amounts on deposit therein), intellectual property, insurance, real estate,
inventory and equipment, in each case owned by a Loan Party, and, in jurisdictions where an
“all asset” security interest can be created in a security document, security over all assets
shall, subject to the Loan Documents, be given by the Loan Parties formed in that
jurisdiction.
	 
	 	 	To the extent possible, all security shall be given in favour of the Collateral Agent and not
the Secured Parties individually, provided that any accessory security (akzessorische
Sicherheit) governed by Swiss and German law shall be given in favour of the Collateral Agent
and the Secured Parties individually if so required by the Applicable Representative.
“Parallel debt” provisions will be used where necessary; such provisions will be contained in
the First Lien Intercreditor Agreement and not the individual Security Documents unless
required under local laws. To the extent possible, the grant of security in the collateral
shall be structured, documented or otherwise implemented in a manner so that there should be
no action required to be taken in relation to the security when any Secured Party transfers
an interest in the Loan Documents to another party. To the extent such action is required,
the Applicable Representative shall not require the Collateral Agent to obtain security in
such asset giving rise to the requirement for such action upon a transfer of an interest in
the Loan Documents to another party.
	 
	 	 	The Loan Parties will be required to pay the reasonable costs of any re-execution,
notarisation, re-registration, amendment or other perfection requirement for any security on
any transfer by a Secured Party to a new Secured Party on or prior to the date on which the
Administrative Agent notifies Holdings that primary syndication is complete. Otherwise the
cost or fee shall be for the account of the transferee Secured Party.
	 
	2.	 	Terms of Security Documents




The following principles will be reflected in the terms of any security taken as part of this
transaction:





	 	(a)	 	the security will be first ranking, to the extent possible;
	 
	 	(b)	 	security will (to the extent possible under local law) not be enforceable unless
an Event of Default (as defined in the First Lien Intercreditor Agreement) has occurred
that is continuing;




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	 	(c)	 	any representations, warranties or undertakings which are required to be included
in any Security Document shall reflect (to the extent to which the subject matter of
such representation, warranty and undertaking is the same as the corresponding
representation, warranty and undertaking in the Second Amended and Restated Credit
Agreement, each Senior Secured Note Indenture or any Additional Agreement (as defined in
the First Lien Intercreditor Agreement and to the extent relevant) (collectively, the
“Principal Loan Documents”)) the commercial deal set out in the Principal Loan Documents
(save to the extent that the applicable local counsel agree that it is necessary to
include any further provisions (or deviate from those contained in the Principal Loan
Documents) in order to protect or preserve the security granted to the Secured Parties);
	 
	 	(d)	 	the provisions of each security document will not be unduly burdensome on the
relevant Loan Party granting such security or interfere unreasonably with the operation
of its business and will be limited to those required to create effective security and
not impose unreasonable commercial obligations;
	 
	 	(e)	 	information, such as lists of assets, will be provided if and only to the extent
(i) required by law to create, enforce, perfect or register the security or (ii)
necessary or advisable to enforce the security, provided that such information need not
be provided by the Loan Parties pursuant to this subclause (ii) more frequently than
annually unless an Event of Default has occurred (or, in the case of third party trade
debtors, unless a Default has occurred which is continuing), and in each case that
information can be provided without breaching confidentiality requirements or damaging
business relationships;
	 
	 	(f)	 	the Collateral Agent and Secured Parties shall be able to exercise a power of
attorney only following the occurrence of an Event of Default or if the relevant Loan
Party granting such security has failed to comply with a further assurance or perfection
obligation within 10 Business Days of being notified of that failure;
	 
	 	(g)	 	security will, where possible and practical, automatically create security over
future assets of the same type as those already secured;
	 
	 	(h)	 	notification of receivables security to third-party trade debtors shall not be
given unless a Default has occurred and is continuing and for intercompany receivables
notification may be given at the time such security is granted to the extent required by
local law to perfect such security or if a Default has occurred and is continuing;
	 
	 	(i)	 	in respect of the share pledges, until an Event of Default has occurred, the
pledgors shall be permitted to retain and to exercise voting rights to any shares
pledged by them in a manner which does not adversely affect the validity or
enforceability of the security or cause an Event of Default to occur and the
subsidiaries of the pledgors should be permitted to pay dividends upstream on pledged
shares to the extent permitted under the Principal Loan Documents; and
	 
	 	(j)	 	in respect of bank accounts (and cash therein), the Collateral Agent agrees with
the relevant Loan Party that the Collateral Agent shall not give any instructions or
withhold any withdrawal rights from such Loan Party, unless an Event of Default has
occurred and is continuing, or, after giving effect to any withdrawal, would occur.




E-5









 











EXHIBIT F




U.S. Collateral Agreement











 









 







EXHIBIT G




First Lien Intercreditor Agreement





 











 




EXHIBIT H


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.





     AFFILIATE SUBORDINATION AGREEMENT dated as of [ ], 20[ ] (this
“Agreement”), among Reynolds Group Holdings Limited, a New Zealand
limited liability company (“Holdings”), the subordinated lenders listed on
Schedule I hereto and any additional person that becomes a party hereto as a
subordinated lender after the date hereof (each, a “Subordinated
Lender” and collectively, the “Subordinated Lenders”), the
guarantors listed on Schedule II hereto and any additional person that
becomes a party hereto as a guarantor after the date hereof (each, a
“Guarantor” and collectively, the “Guarantors”) and CREDIT
SUISSE AG, as administrative agent (the “Administrative Agent”)
under the Second Amended and Restated Credit Agreement (as defined below).



          Reference is made to the Second Amended and Restated Credit Agreement dated as of August 9,
2011 (as amended, supplemented or otherwise modified from time to time, the “Second Amended and
Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation,
REYNOLDS CONSUMER PRODUCTS HOLDINGS INC., a Delaware corporation, PACTIV CORPORATION, a Delaware
corporation, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation, SIG EURO HOLDING
AG & CO KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited
liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL BV, a
private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid),
incorporated under the laws of The Netherlands, Holdings, the Guarantors, the Lenders and the
Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Second Amended and Restated Credit Agreement.



          Except as otherwise set forth therein, the ability under Section 6.01(c) of the Second Amended
and Restated Credit Agreement of any Loan Party to incur Indebtedness to any Subsidiary that is not
a Loan Party is conditioned upon the execution and delivery by such Subsidiary that is not a Loan
Party and such Loan Party of an agreement in the form hereof pursuant to which such Subsidiary that
is not a Loan Party agrees to subordinate its rights with respect to the Subordinated Obligations
(as defined below) to the rights of the Bank Secured Parties under the Second Amended and Restated
Credit Agreement and the other Loan Documents, all on the terms set forth herein.



 









 





          Accordingly, each Subordinated Lender, each Guarantor and the Administrative Agent, on behalf
of itself and each Bank Secured Party (and each of their respective successors or permitted
assigns), hereby agrees as follows:



          1. Subordination. (a) Each Subordinated Lender hereby agrees that all its right,
title and interest in and to the Subordinated Obligations (as defined herein) of each Guarantor
shall be subordinate and junior in right of payment to the rights of the Bank Secured Parties in
respect of the Bank Obligations of such Guarantor, including all payment obligations in respect of
such Guarantor’s Bank Obligations as primary obligor or guarantor of the payment of principal,
premium (if any), interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to Holdings, any Borrower or any Subsidiary whether or
not a claim for post-filing interest is allowed or allowable in any such proceeding), fees,
charges, expenses, indemnities, reimbursement obligations, Guarantees and all other amounts payable
thereunder or in respect thereof (collectively, the “Senior Obligations”); provided
that, subject to Section 1(b), no Guarantor shall be prohibited from making payments in respect of
such Indebtedness (whether on account of principal, premium (if any), interest, fees, charges,
expenses, indemnities, reimbursement obligations or otherwise) or be otherwise limited in any
manner with respect to such Indebtedness by the terms of this Agreement. For purposes hereof,
“Subordinated Obligations” means all obligations of each Guarantor to each Subordinated
Lender in respect of Indebtedness, including in respect of principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to Holdings, any Borrower or any Subsidiary whether or not a claim for
post-filing interest is allowed or allowable in any such proceeding), fees, charges, expenses,
indemnities, reimbursement obligations and other amounts payable in respect thereof, that are
required to be subordinated to the Bank Obligations under Section 6.01(c) of the Second Amended and
Restated Credit Agreement.



          (b) Each Guarantor and, solely with respect to the Subordinated Obligation in respect of
which it is the obligee, each Subordinated Lender agrees that no payment (whether directly, by
purchase, redemption or exercise of any right of setoff or otherwise) in respect of the
Subordinated Obligations, whether as principal, interest or otherwise, and whether in cash,
securities or other property, shall be made by or on behalf of any Guarantor or received, accepted
or demanded, directly or indirectly, by or on behalf of any Subordinated Lender when an Event of
Default exists and Holdings has received a written notice from the Required Lenders (or from the
Administrative Agent at the request of the Required Lenders) prohibiting any further payment in
respect of the Subordinated Obligations, so long as any such Event of Default has occurred and is
continuing (provided that such notice shall not be required to be given (and no such payment may be
made) if the Event of Default is of the type set forth in paragraph (a), (b), (h) or (i) of Article
VII of the Second Amended and Restated Credit Agreement).



          (c) Upon any distribution of the assets of any Guarantor or upon any dissolution, winding up,
liquidation or reorganization of any Guarantor, in each case in bankruptcy, insolvency,
reorganization, arrangement or receivership proceedings, or upon any assignment for the benefit of
creditors or any other marshalling of the assets and liabilities of any Guarantor:




     (i) the Bank Secured Parties shall first be entitled to indefeasibly receive payment
in full in cash of the Bank Obligations (whenever arising) before any Subordinated



H-2









 






Lender shall be entitled to receive any payment on account of the Subordinated
Obligations of such Guarantor, whether of principal, interest or otherwise; and




     (ii) any payment by, or on behalf of, or distribution of the assets of, such Guarantor
of any kind or character, whether in cash, securities or other property, to which any
Subordinated Lender would be entitled to receive as payment on account of the Subordinated
Obligations of such Guarantor except for the provisions of this Section 1(c) shall be paid
or delivered by the person making such payment or distribution (whether a trustee in
bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the
Administrative Agent, for the benefit of the Bank Secured Parties, until the indefeasible
payment in full in cash of all Bank Obligations to be credited and applied to the Bank
Obligations as set forth in the Second Amended and Restated Credit Agreement and the other
Loan Documents.



          (d) In the event that any payment by, or on behalf of, or distribution of the assets of, any
Guarantor of any kind or character, whether in cash, securities or other property, and whether
directly, by purchase, redemption, exercise of any right of setoff or otherwise in respect of the
Subordinated Obligations, shall be received by or on behalf of any Subordinated Lender at a time
when such payment or distribution is prohibited by this Agreement, such payment or distribution
shall be held by such Subordinated Lender (segregated from other property of such Subordinated
Lender) for the benefit of, and shall forthwith be paid over to, the Administrative Agent, for the
benefit of the Bank Secured Parties, until the indefeasible payment in full in cash of all Bank
Obligations.



          (e) Subject to the prior indefeasible payment in full in cash of the Bank Obligations, each
applicable Subordinated Lender shall be subrogated to the rights of the Bank Secured Parties to
receive payments or distributions in cash, securities or other property of each applicable
Guarantor applicable to the Bank Obligations until all amounts owing on the Bank Obligations shall
be indefeasibly paid in full in cash, and, as between and among a Guarantor, its creditors (other
than the Bank Secured Parties) and the applicable Subordinated Lenders, no such payment or
distribution made to the Bank Secured Parties by virtue of this Agreement that otherwise would have
been made to any applicable Subordinated Lender shall be deemed to be a payment by the applicable
Guarantor on account of the Subordinated Obligations, it being understood that the provisions of
this paragraph (e) are intended solely for the purpose of defining the relative rights of the
Subordinated Lenders and the Bank Secured Parties.



          2. Waivers and Consents. (a) Each Subordinated Lender, solely in its capacity as a
Subordinated Lender, waives, to the fullest extent permitted by applicable law, the right to compel
that the Collateral or any other assets or property of any Guarantor or the assets or property of
any guarantor of the Bank Obligations or any other Person be applied in any particular order to
discharge the Bank Obligations. Each Subordinated Lender, solely in its capacity as a Subordinated
Lender, expressly waives, to the fullest extent permitted by applicable law, the right to require
the Bank Secured Parties to proceed against any Guarantor, the Collateral or any guarantor of the
Bank Obligations or any other Person, or to pursue any other remedy in any Bank Secured Party’s
power which such Subordinated Lender cannot pursue, notwithstanding that the failure of any Bank
Secured Party to do so may thereby prejudice such Subordinated Lender.



H-3









 





          (b) Each Subordinated Lender waives, to the fullest extent permitted by applicable law, all
rights and defenses arising out of an election of remedies by the Bank Secured Parties, even though
that election of remedies, including any nonjudicial foreclosure with respect to security for the
Bank Obligations, has impaired the value of such Subordinated Lender’s rights of subrogation,
reimbursement, or contribution against any Guarantor or any other guarantor of the Bank Obligations
or any other Person. Each Subordinated Lender expressly waives, to the fullest extent permitted by
applicable law, any rights or defenses it may have by reason of protection afforded to any
Guarantor or any other guarantor of the Bank Obligations or any other Person with respect to the
Bank Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit
or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real
property or personal property Collateral for the Bank Obligations.



          (c) Each Subordinated Lender agrees, to the fullest extent permitted by applicable law, that,
without the necessity of any reservation of rights against it, and without notice to or further
assent by it, any demand for payment of any Bank Obligations made by a Bank Secured Party may be
rescinded in whole or in part by the Bank Secured Party, and any Senior Obligation may be
continued, and the Bank Obligations, or the liability of the applicable Guarantor or any other
guarantor or any other party upon or for any part thereof, or any Collateral or guarantee under any
Loan Document therefor or right of offset with respect thereto, may, from time to time, in whole or
in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered or released
by the Bank Secured Parties, in each case without notice to or further assent by any Subordinated
Lender, which will remain bound under this Agreement and without impairing, abridging, releasing or
affecting the subordination and other agreements provided for herein.



          (d) Each Subordinated Lender waives, to the fullest extent permitted by applicable law, any
and all notice of the creation, renewal, extension or accrual of any of the Bank Obligations. The
Bank Obligations, and any of them, shall be deemed conclusively to have been created, contracted or
incurred, and the consent of the Bank Secured Parties to the creation of the obligations of each
Guarantor in respect of the Subordinated Obligations shall be deemed conclusively to have been
given, in each case in reliance upon this Agreement, and all dealings between each Guarantor and
the Bank Secured Parties shall be deemed to have been consummated in reliance upon this Agreement.
Each Subordinated Lender acknowledges and agrees that the Bank Secured Parties have relied upon the
subordination and other agreements provided for herein in consenting to the Subordinated
Obligations. Each Subordinated Lender waives, to the fullest extent permitted by applicable law,
notice of or proof of reliance on this Agreement and protest, demand for payment and notice of
default.



          3. Representations and Warranties. Each Subordinated Lender represents and warrants
to the Administrative Agent for the benefit of the Bank Secured Parties that:



          (a) it has the corporate or other organizational power and authority to execute and deliver
and to perform its obligations under this Agreement and has taken all necessary corporate or other
organizational action to authorize its execution, delivery and performance of this Agreement;



H-4









 





          (b) this Agreement has been duly executed and delivered by such Subordinated Lender and
constitutes a legal, valid and binding obligation of such Subordinated Lender, enforceable against
it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally
and by general principles of equity (whether enforcement is sought by proceedings in equity or at
law);



          (c) the execution, delivery and performance of this Agreement will not violate in any
material respect any provision of any requirement of any law applicable to such Subordinated Lender
or of any contractual obligation of such Subordinated Lender; and



          (d) no consent or authorization of, filing with, or other act by or in respect of any
arbitrator or regulatory body or Governmental Authority and no consent of any Person, is required
in connection with the execution, delivery, performance, validity or enforceability of this
Agreement, except such as have been obtained or made and are in full force and effect or where the
failure to obtain could no reasonably be expected to have a material adverse effect.



          4. Further Assurances. Each Subordinated Lender and each Subordinated Borrower, at
their own expense and at any time from time to time, upon the written request of the Administrative
Agent, will promptly and duly execute and deliver such further instruments and documents and take
such further actions as the Administrative Agent reasonably may request for the purposes of
obtaining or preserving the full benefits of this Agreement and of the rights and powers herein
granted.



          5. Provisions Define Relative Rights. This Agreement is intended solely for the
purpose of defining the relative rights of the Bank Secured Parties on the one hand and the
Subordinated Lenders and the Guarantors on the other, and no other Person (other than the
Collateral Agent) shall have any right, benefit or other interest under this Agreement.



          6. Notices. All notices, requests and demands to or upon any party hereto shall be
in writing and shall be given in the manner provided in Section 9.01 of the Second Amended and
Restated Credit Agreement, provided that any such notice, request or demand to or upon any
Guarantor or Subordinated Lender that is not a party to the Second Amended and Restated Credit
Agreement shall be addressed to the notice address of Holdings provided in Section 9.01(a) thereof.



          7. Counterparts. This Agreement may be executed in counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute a single instrument.
Delivery of an executed signature page to this Agreement by facsimile or electronic transmission
shall be effective as delivery of a manually executed counterpart of this Agreement.



          8. Severability. In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a particular provision in
a particular jurisdiction shall not in and of itself affect the validity of such provision in any
other jurisdiction).



H-5









 





          9. Integration. This Agreement is a “Loan Document” and a “Security Document” and
represents the agreement of the Guarantors, the Bank Secured Parties and the Subordinated Lenders
with respect to the subject matter hereof and there are no promises or representations by any
Guarantor, the Bank Secured Parties or any Subordinated Lender relative to the subject matter
hereof not reflected herein.



          10. Amendments in Writing; No Waiver; Cumulative Remedies. (a) None of the
terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified
except by a written instrument executed by the Administrative Agent, each affected Guarantor and
each affected Subordinated Lender; provided that any provision of this Agreement may be
waived by the Bank Secured Parties in a letter or agreement executed by the Administrative Agent
and each affected Subordinated Lender.



          (b) No failure or delay on the part of the Administrative Agent or any Bank Secured Parties,
in exercising any power, right or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or privilege or any abandonment or
discontinuance of steps to enforce such a right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or privilege.



          (c) The rights and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any other rights or remedies provided by law.



          11. Section Headings. The section headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.



          12. Successors and Assigns. This Agreement shall be binding upon the successors and
assigns of each of the Guarantors and each of the Subordinated Lenders and shall inure to the
benefit of the Bank Secured Parties and their respective successors and permitted assigns.



          13. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement
shall be construed in accordance with and governed by the law of the State of New York.



          (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in
New York County and of the United States District Court of the Southern District of New York, and
any appellate court from any thereof, in any action or proceeding arising out of or relating to
this Agreement or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent permitted by law,
in such Federal court; provided that solely for the purpose of enforcement of the rights of the
Administrative Agent and any Bank Secured Party under this Agreement in Austria, each Guarantor and
Subordinated Lender hereby irrevocably and unconditionally also submits, for itself and its
property to the jurisdiction of the courts of England. Each of the



H-6









 




parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that the Administrative
Agent or any Bank Secured Party may otherwise have to bring any action or proceeding relating to
this Agreement against any Subordinated Lender or its properties in the courts of any jurisdiction.




          (c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement in any
court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.



          (d) Each Subordinated Lender hereby irrevocably consents to service of process in the manner
provided for notices in Section 6. Nothing in this Agreement will affect the right of any party to
this Agreement to serve process in any other manner permitted by law.



          14. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



          15. Additional Subordinated Lenders; Additional Guarantors. Upon execution and
delivery by the Administrative Agent and a Subsidiary of an instrument in the form of Annex I
attached hereto, such Subsidiary shall become a Subordinated Lender or a Guarantor (as specified in
such instrument) hereunder with the same force and effect as if originally named herein. The
execution and delivery of any such instrument shall not require the consent of any other
Subordinated Lender or Guarantor hereunder. The rights and obligations of each Subordinated Lender
and each Guarantor herein shall remain in full force and effect notwithstanding the addition of any
Subordinated Lender or Guarantor as a party to this Agreement.



H-7









 





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



	 	 	 	 	 
	 	REYNOLDS GROUP HOLDINGS

LIMITED, as Holdings

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



H-12









 






	 	 	 	 	 



	 	 	 	 	 
	 	EACH OF THE SUBORDINATED

LENDERS LISTED ON SCHEDULE I,

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



H-13









 






	 	 	 	 	 



	 	 	 	 	 
	 	EACH OF THE GUARANTORS LISTED

ON SCHEDULE II,

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



H-14









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN

ISLANDS BRANCH, as Administrative

Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



H-15









 





Schedule I



	 	 	 	 	 



Subordinated Lenders





 









 






Schedule II


Guarantors





 











 





Annex I





     SUPPLEMENT NO. [    ] dated as of [    ], to the Affiliate Subordination
Agreement dated as of [    ], 20[    ] (the “Affiliate Subordination
Agreement”), among Holdings, the subordinated lenders named therein (the
“Subordinated Lenders”), the guarantors named therein (the
“Guarantors”) and CREDIT SUISSE AG, as administrative agent (the
“Administrative Agent”) under the Second Amended and Restated Credit
Agreement (as defined in the Affiliate Subordination Agreement), for the
benefit of the Bank Secured Parties.



     A. Reference is made to the Affiliate Subordination Agreement.



     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Affiliate Subordination Agreement.



     C. Each of the Subordinated Lenders and each of the Guarantors have entered into the
Affiliate Subordination Agreement in order to induce the Lenders (as defined in the Second Amended
and Restated Credit Agreement) to continue to make extensions of credit under the Second Amended
and Restated Credit Agreement and the other Loan Documents. Section 15 of the Affiliate
Subordination Agreement provides that Subsidiaries may become Subordinated Lenders or Guarantors
under the Affiliate Subordination Agreement by execution and delivery of an instrument
substantially in the form of this Supplement. The undersigned Subsidiary [(the “New
Subordinated Lender”)] [(the “New Guarantor”) is executing this Supplement to become a
[Subordinated Lender] [Guarantor] under the Affiliate Subordination Agreement in accordance with
the terms of the Second Amended and Restated Credit Agreement as consideration for extensions of
credit previously made under the Second Amended and Restated Credit Agreement and extensions of
credit in the future.



     Accordingly, the Administrative Agent and the New [Subordinated Lender] [Guarantor] agree as
follows:



     SECTION 1. In accordance with Section 15 of the Affiliate Subordination Agreement, the New
[Subordinated Lender] [Guarantor] by its signature below becomes a [Subordinated Lender]
[Guarantor] under the Affiliate Subordination Agreement with the same force and effect as if
originally named therein as a [Subordinated Lender] [Guarantor] and the New [Subordinated Lender]
[Guarantor] hereby [(a)] agrees to all the terms and provisions of the Affiliate Subordination
Agreement applicable to it as a [Subordinated Lender] [Guarantor] thereunder [and (b) makes each
representation and warranty contained in Section 5 of the Affiliate Subordination Agreement on and
as of the date hereof except for representations and warranties which by their terms refer to a
specific date]. Each reference to a [“Subordinated Lender”] [“Guarantor”] in the Affiliate
Subordination Agreement shall be deemed to include the New [Subordinated Lender] [Guarantor]. The
Affiliate Subordination Agreement is hereby incorporated herein by reference.



     SECTION 2. This Supplement may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single contract.



 









 




This Supplement
shall become effective when the Administrative Agent shall have received counterparts of this
Supplement that, when taken together, bear the signatures of the New [Subordinated Lender]
[Guarantor] and the Administrative Agent. Delivery of an executed signature page to this
Supplement by facsimile or electronic transmission shall be effective as delivery of a manually
executed counterpart of this Supplement.




     SECTION 3. Except as expressly supplemented hereby, the Affiliate Subordination Agreement
shall remain in full force and effect.



     SECTION 4. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.



     SECTION 5. In case any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and in the Affiliate Subordination Agreement shall not in
any way be affected or impaired thereby (it being understood that the invalidity of a particular
provision hereof in a particular jurisdiction shall not in and of itself affect the validity of
such provision in any other jurisdiction).



     SECTION 6. All communications and notices hereunder shall be in writing and given as provided
in Section 6 of the Affiliate Subordination Agreement. All communications and notices hereunder to
the New [Subordinated Lender] [Guarantor] shall be given to it at the address set forth under its
signature below, with a copy to the Borrowers.



2









 





     IN WITNESS WHEREOF, the New [Subordinated Lender] [Guarantor] and the Administrative Agent
have duly executed this Supplement to the Affiliate Subordination Agreement as of the day and year
first above written.



	 	 	 	 	 
	 	[NAME OF NEW [SUBORDINATED LENDER]

[GUARANTOR]],

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	
	 
	 	 	Address: 	

	 



3









 






	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN

ISLANDS BRANCH, as Administrative 

Agent,

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



4









 






	 	 	 	 	 



EXHIBIT I




Reynolds—Graham Packaging

Secured Intercompany Loan

Summary of Principal Terms and Conditions9



This Summary of Principal Terms and Conditions (this “Term Sheet”) is for indicative
purposes only and does not include descriptions of all of the terms, conditions and other
provisions that are to be contained in the definitive documentation in respect of the Loans (as
defined below) (the “Intercompany Loan Agreement”). Each of the terms, conditions and
other provisions described in this Term Sheet is subject to change to the extent necessary to
ensure that such terms, conditions and other provisions are fair to the Borrowers and the
Guarantors as of the Graham Packaging Closing Date.




	 	 	 

	Lender:

	 	Reynolds Group Holdings Inc., a Delaware
corporation (the “Lender”).
	 
	 	 
	Borrowers:

	 	Graham Packaging Company L.P., a Delaware
limited partnership, and GPC Capital
Corp. I, a Delaware corporation (the
“Borrowers”).
	 
	 	 
	Facility:

	 	A term loan (the “Initial Loan” and,
together with any Additional Loans (as
defined below), the “Loans”) in an
aggregate principal amount of up to the
sum of (a) the aggregate principal amount
of, and all accrued interest and premium,
if any, on, the loans outstanding under
the Existing Credit Agreement (as defined
below) on the Graham Packaging Closing
Date and (b) the aggregate amount of fees
and expenses payable by the Borrowers in
connection with (i) the repayment and
termination of the Existing Credit
Agreement and (ii) the negotiation,
preparation, execution and implementation
of the Intercompany Loan
Agreement.10
	 
	 	 
	Availability:

	 	The full amount of the Initial Loan must
be drawn in a single drawing on the
Graham Packaging Closing Date.
	 
	 	 
	Use of Proceeds:

	 	The proceeds of the Initial Loan will be
used solely to effect the repayment and
refinancing of the Existing Credit
Agreement and to pay related fees,
expenses and other transaction costs in
connection therewith.








 




			
	9	 	Capitalized terms used but not defined in
this Exhibit I shall have the meanings set forth in the Second Amended and
Restated Credit Agreement to which this Exhibit I is attached.
	 
	10	 	NTD: The aggregate principal amount of the
Initial Loan is expected to be approximately $2,000,000,000.




 









 









	 	 	 

	Maturity Date:

	 	The Loans will mature on October 15, 2018.
	 
	 	 
	Interest Rate:11

	 	The Adjusted LIBO Rate plus the
Applicable Margin.

	 
	 	 
	 

	 	
“Adjusted LIBO Rate” shall mean, for any
day, a rate per annum equal to the
greater of (a) [1.50]% and (b) the London
interbank offered rate on such day.
	 
	 	 
	 

	 	“Applicable Margin” shall mean, for any
day, (a) with respect to the Initial Term
Loan, a rate per annum equal to [4.50]%,
and (b) with respect to any Additional
Loans, a rate per annum to be agreed
between the Lender and the Borrowers at
the time of incurrence of such Additional
Loans.
	 
	 	 
	 

	 	Interest shall be payable at the end of
each interest period and, in any event,
at least every three months. Calculation
of interest shall be on the basis of the
actual days elapsed in a year of 360
days.
	 
	Default Rate:

	 	Interest on all overdue amounts will
accrue at the applicable interest rate
plus 2.00%.
	 
	 	 
	Original Issue Discount/Upfront 

Fee for the Initial Loan:

	 	The Initial Loan will be funded with
[100] basis points of original issue
discount or upfront fees.
	 
	 	 
	Amortization:

	 	The Initial Loan will amortize on a
quarterly basis equal to (i) for any
applicable calendar quarter ending on or
prior to December 31, 2012, 1.875% of the
initial aggregate principal amount of the
Initial Loan and (ii) for each subsequent
calendar quarter, 2.50% of the initial
aggregate principal amount of the Initial
Loan. The amortization of any Additional
Loans will be agreed between the
Borrowers and the Lender at the time such
Additional Loans are made.
Notwithstanding the foregoing, the
Borrowers shall not be required to make
any principal amortization payment on any
Loan until the last Business Day of the
first full calendar quarter following the
borrowing of such Loan.








 




			
	11	 	Amounts in this “Interest Rate” section and
in the section entitled “Original Issue Discount/Upfront Fee for the Initial
Loan” are subject to change to the extent necessary to ensure such terms are
fair to the Borrowers and the Guarantors as of the Graham Packaging Closing
Date.




2









 










	 	 	 

	Additional Loans:

	 	The Borrowers may request at any time
after the Graham Packaging Closing Date
that the Lender make additional
intercompany term loans (the “Additional
Loans”) to the Borrowers, which the
Lender may agree or decline to make in
its sole discretion; provided that (i)
immediately after giving effect to the
incurrence of any Additional Loans, the
aggregate principal amount of all Loans
outstanding shall not exceed the maximum
amount of indebtedness that can be
incurred by the Borrowers as secured
“Indebtedness” under the terms of the
Graham Packaging Note Indentures as of
such date of incurrence, (ii) all
Additional Loans shall be secured by the
relevant security documents and
guaranteed under each relevant guarantee
agreement on a pari passu basis with the
existing Loans secured by each such
security document and each such guarantee
agreement, (iii) 100% of the net cash
proceeds of any Additional Loans shall be
applied within five business days to (A)
redeem, repurchase, retire, satisfy and
discharge or otherwise prepay or repay
Graham Packaging Notes and to pay related
fees, expenses and other transaction
costs, (B) make interest payments on
outstanding Loans and/or (C) make
scheduled principal payments on
outstanding Loans, and (iv) the
Additional Loans are permitted by the
terms of all outstanding indebtedness of
Graham Packaging Holdings Company
(“Holdings”), the Borrowers, and their
respective subsidiaries, including the
Graham Packaging Note Documents.
	 
	 	 
	Ranking:

	 	The obligations under the Loans shall be
senior secured obligations of the
Borrowers and rank pari passu in right of
payment with all of the Borrowers’
existing and future senior secured
indebtedness.
	 
	 	 
	Guarantees:

	 	The guarantors (the “Guarantors”) of the
indebtedness incurred under the
Borrowers’ existing Credit Agreement
dated as of October 7, 2004 (as amended
prior to the date hereof, the “Existing
Credit Agreement”) will guarantee the
Loans on a senior secured basis.
	 
	 	 
	Security:

	 	Substantially similar to the security in
respect of the indebtedness incurred
under the Existing Credit Agreement.






3









 





	 	 	 

	Mandatory Prepayments:

	 	Outstanding Loans shall be prepaid with: (i) 50% of Excess Cash Flow (to be
defined) for each fiscal year beginning
with the fiscal year ending December 31,
2012, and (ii) the net proceeds from any
Asset Disposition (to be defined) by
Holdings or any of its subsidiaries
(subject to customary reinvestment
rights).
	 
	 	 
	Voluntary Prepayments:

	 	The Borrowers shall have the right to
prepay the Loans in whole or in part at
any time without premium or penalty.
	 
	 	 
	Representations and Warranties:

	 	Execution, delivery and enforceability of
the loan documents and creation and
perfection of liens and other security
interests.
	 
	 	 
	Affirmative Covenants:

	 	Further assurances with respect to
guarantees and security.
	 
	 	 
	Negative Covenants:

	 	Restrictions on mergers.
	 
	 	 
	Financial Covenants:

	 	None.
	 
	 	 
	Events of Default:

	 	Substantially similar to the Existing
Credit Agreement, including, without
limitation: breach of representation or
warranty; non-payment of principal,
interest or other amounts; violation of
covenants; cross-default (with respect to
Holdings and its subsidiaries);
bankruptcy; receivership; material
judgments; and default under any security
document.
	 
	 	 
	Assignments:

	 	The Borrowers’ rights and obligations may
not be assigned, transferred, modified,
or amended without the prior written
consent of the Lender. The Lender may,
in its sole discretion, assign its rights
under the Intercompany Loan Agreement and
the other loan documents as collateral
and upon the exercise of remedies by such
assignee, such assignee shall succeed to
all of the rights of the Lender under the
Intercompany Loan Agreement and the other
loan documents and the Borrowers will
perform thereunder for the benefit of
such assignee.
	 
	 	 
	Governing Law:

	 	New York.






4









 






EXHIBIT J




[Reserved]










 









 









EXHIBIT K




[FORM OF]

COMPLIANCE CERTIFICATE


           Reference is made to the Second Amended and Restated Credit Agreement dated as of August 9,
2011 (as amended, supplemented or otherwise modified from time to time, the “Second Amended and
Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation,
REYNOLDS CONSUMER PRODUCTS HOLDINGS INC., a Delaware corporation, PACTIV CORPORATION, a Delaware
corporation, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation, SIG EURO HOLDING
AG & CO KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited
liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL BV, a
private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid),
incorporated under the laws of The Netherlands, REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand
limited liability company (“Holdings”), the Guarantors, the Lenders, CREDIT SUISSE AG, as
administrative agent. Capitalized terms used herein but not otherwise defined herein have the
meanings assigned to thereto in the Second Amended and Restated Credit Agreement. Pursuant to
Section 5.04(c) of the Second Amended and Restated Credit Agreement, the undersigned, in his/her
capacity as a Responsible Officer of Holdings, certifies as follows:





	 	1.	 	               [Attached hereto as Exhibit [A] are the consolidated statements of
comprehensive income, consolidated statements of financial position as of December 31,
20[ ] and related consolidated statements of changes in equity and cash flows showing
the financial condition of Holdings and its consolidated Subsidiaries as of the close
of such fiscal year and the results of its operations and the operations of Holdings
and such Subsidiaries during such year, together with comparative figures for the
immediately preceding fiscal year, all audited by PricewaterhouseCoopers or other
independent public accountants of recognized national standing and accompanied by an
opinion of such accountants (which opinion shall be without a “going concern”
explanatory note or any similar qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect that such
consolidated financial statements fairly present in all material respects the financial
condition and results of operations of Holdings and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, together with a
customary “management discussion and analysis” section.]
	 
	 	2.	 	               [Attached hereto as Exhibit [B] are the consolidated statements of
comprehensive income, consolidated statements of financial position as of [ ], 20[ ]
and related consolidated statements of changes in equity and cash flows showing the
financial condition of Holdings and its consolidated Subsidiaries as of the close of
such fiscal quarter and the results of its operations and the operations of Holdings
and such Subsidiaries during such fiscal quarter and the then elapsed portion of the
fiscal year, and comparative figures for the same periods in the immediately preceding
fiscal year. These fairly present in all material respects the financial
condition and results of operations of Holdings and its consolidated Subsidiaries on
a consolidated basis in accordance with GAAP




 









 





	 	 	 	consistently applied, subject to normal
year-end audit adjustments and the lack of notes thereto, together with a customary
“management discussion and analysis.]






	 	3.	 	               At no time during the period between [ ] and [ ] (the “Certificate
Period”) did a Default or an Event of Default exist. [If unable to provide the
foregoing certification, fully describe the reasons therefor and circumstances thereof
and any action taken or proposed to be taken with respect thereto (including the
delivery of a “Notice of Intent to Cure” concurrently with delivery of this Compliance
Certificate) on Annex A attached hereto.]
	 
	 	4.	 	               The following represent true and accurate calculations, as of the last day of
the Certificate Period, to be used to determine whether Holdings, the Borrowers and the
Material Subsidiaries are in compliance with the covenant set forth in Section 6.10 of
the Second Amended and Restated Credit Agreement:
	 
	 	 	 	Capital Expenditures.
	 
	 	 	 	Actual Capital Expenditures=             
              [       ]
	 
	 	 	 	Maximum permitted Capital Expenditures=      [       ]
	 
	 	 	 	Supporting detail showing the calculation of Capital Expenditures is attached hereto
as Schedule 1. Supporting detail showing the calculation of maximum
permitted Capital Expenditures is attached hereto as Schedule 2.
	 
	 	5.	 	               The following represent true and accurate calculations, as of the last day of
the Certificate Period, to be used to determine whether Holdings, the Borrowers and the
Material Subsidiaries are in compliance with the covenant set forth in Section 6.11 of
the Second Amended and Restated Credit Agreement:





	 	 	 

	Interest Coverage Ratio.
	 	 
	 
	 	 
	Consolidated Interest Expense=

	 	[       ]
	Consolidated EBITDA=

	 	[       ]
	Actual Ratio=

	 	[       ] to 1.0
	Required Ratio=

	 	[       ] to 1.0







	 	 	 	Supporting detail showing the calculation of Consolidated Interest Expense is
attached hereto as Schedule 3. Supporting detail showing the calculation of
Consolidated EBITDA is attached hereto as Schedule 4.




K-2









 










	 	6.	 	               The following represent true and accurate calculations, as of the last day of
the Certificate Period, to be used to determine whether Holdings, the Borrowers and the
Material Subsidiaries are in compliance with the covenant set forth in Section 6.12 of
the Second Amended and Restated Credit Agreement:





	 	 	 

	Maximum Senior Secured Leverage Ratio.
	 
	 	 
	Total Debt=

	 	[       ]
	Pledged Cash=

	 	[       ]
	Consolidated EBITDA=

	 	[       ]
	Actual Ratio=

	 	[       ] to 1.0
	Required Ratio=

	 	[       ] to 1.0







	 	 	 	Supporting detail showing the calculation of Total Debt is attached hereto as Schedule 5.
Supporting detail showing the calculation of Pledged Cash is attached hereto as Schedule 6.
Supporting detail showing the calculation of Consolidated EBITDA is attached hereto as
Schedule 4.




K-3









 











          IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of Holdings,
has executed this certificate for and on behalf of Holdings and has caused this certificate to be
delivered this ________ day of _________.




	 	 	 	 	 
	 	REYNOLDS GROUP HOLDINGS LIMITED,

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



[ANNEX A]1

[Information Relating to Default or Event of Default]




 




			
	1	 	Annex A to be attached only if required pursuant to paragraph 3.




 









 






EXHIBIT L




MANDATORY COST CALCULATIONS





	1.	 	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of
compliance with the requirements of the European Central Bank.
	 
	2.	 	On the first day of each Interest Period (or as soon as possible thereafter) the
Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost
Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost
will be calculated by the Administrative Agent as a weighted average of the Lenders’
Additional Cost Rates (weighted in proportion to the percentage participation of each Lender
in the relevant Loan) and will be expressed as a percentage rate per annum.
	 
	3.	 	The Additional Cost Rate for any Lender lending from a facility office in a Participating
Member State will be the percentage notified by that Lender to the Administrative Agent. This
percentage will be certified by that Lender in its notice to the Administrative Agent to be
its reasonable determination of the cost (expressed as a percentage of that Lender’s
participation in all Loans made from that facility office) of complying with the minimum
reserve requirements of the European Central Bank in respect of loans made from that facility
office.
	 
	4.	 	The Additional Cost Rate for any Lender lending from a facility office in the United Kingdom
will be calculated by the Administrative Agent as follows:





	 	 	 	 	 

	 

	 	E X 0.01
 

300
	 	per cent. per annum.





Where “E” is designed to compensate Lenders for amounts payable under the Fees Rules and is
calculated by the Administrative Agent as being the average of the most recent rates of charge
supplied by Credit Suisse to the Administrative Agent pursuant to paragraph 7 below and expressed
in pounds per £1,000,000.





	5.	 	For the purposes of this Exhibit L:






	 	(a)	 	“Fees Rules” means the rules on periodic fees contained in the FSA Supervision
Manual or such other law or regulation as may be in force from time to time in respect
of the payment of fees for the acceptance of deposits;
	 
	 	(b)	 	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
required pursuant to the Fees Rules but taking into account any applicable discount
rate); and
	 
	 	(c)	 	“Tariff Base” has the meaning given to it in, and will be calculated in
accordance with, the Fees Rules.




 









 












	6.	 	The resulting figure shall be rounded to four decimal places.
	 
	7.	 	If requested by the Administrative Agent, Credit Suisse shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Administrative Agent, the rate
of charge payable by Credit Suisse to the Financial Services Authority pursuant to he Fees
Rules in respect of the relevant financial year of the Financial Services Authority
(calculated for this purpose by Credit Suisse as being the average of the Fee Tariffs
applicable to Credit Suisse for that financial year) and expressed in pounds per £1,000,000 of
the Tariff Base of Credit Suisse.
	 
	8.	 	Each Lender shall supply any information required by the Administrative Agent for the purpose
of calculating its Additional Cost Rate. In particular, but without limitation, each Lender
shall supply the following information on or prior to the date on which it becomes a Lender:






	 	(a)	 	the jurisdiction of its facility office; and
	 
	 	(b)	 	any other information that the Administrative Agent may reasonably require for
such purpose.






	9.	 	Each Lender shall promptly notify the Administrative Agent of any change to the information
provided by it pursuant to this paragraph.
	 
	10.	 	The rates of charge of Credit Suisse for the purpose of E above shall be determined by the
Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8
above and on the assumption that, unless a Lender notifies the Administrative Agent to the
contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits
are the same as those of a typical bank from its jurisdiction of incorporation with a facility
office in the same jurisdiction as its facility office.
	 
	11.	 	The Administrative Agent shall have no liability to any person if such determination results
in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to
assume that the information provided by any Lender or Credit Suisse pursuant to paragraphs 3,
7 and 8 above is true and correct in all respects.
	 
	12.	 	The Administrative Agent shall distribute the additional amounts received as a result of the
Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based
on the information provided by each Lender and each Credit Suisse pursuant to paragraphs 3, 7
and 8 above.
	 
	13.	 	Any determination by the Administrative Agent pursuant to this Schedule in relation to a
formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall,
in the absence of manifest error, be conclusive and binding on all Loan Parties.
	 
	14.	 	The Administrative Agent may from time to time, after consultation with the European
Borrowers and the Lenders, determine and notify to all Loan Parties any amendments which are
required to be made to this Exhibit L in order to comply with any change in law, regulation or
any requirements from time to time imposed by the Bank of England,




L-2









 












	 	 	the Financial Services Authority or the European Central Bank (or, in any case, any other
authority which replaces all or any of its functions) and any such determination shall, in
the absence of manifest error, be conclusive and binding on all Loan Parties.






L-3











 




EXHIBIT M-1





     [FORM OF]




     BORROWING SUBSIDIARY AGREEMENT dated as of [l], 20[l],
among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS
CONSUMER PRODUCTS HOLDINGS INC., a Delaware corporation, PACTIV CORPORATION,
a Delaware corporation, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a
Delaware corporation, SIG EURO HOLDING AG & CO KGAA, a German partnership
limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability
company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS
INTERNATIONAL BV, a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid), incorporated under the laws of
The Netherlands, REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited
liability company, [Name of Borrowing Subsidiary], a [       ] (the
“New Borrowing Subsidiary”) and CREDIT SUISSE AG, as administrative
agent (in such capacity, the “Administrative Agent”).



          Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of
August 9, 2011(as amended, supplemented or otherwise modified from time to time, the “Second
Amended and Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware
corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS INC., a Delaware corporation, PACTIV CORPORATION,
a Delaware corporation, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation, SIG
EURO HOLDING AG & CO KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an
Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS
INTERNATIONAL BV, a private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid), incorporated under the laws of The Netherlands, REYNOLDS GROUP HOLDINGS
LIMITED, a New Zealand limited liability company, the Guarantors, the Lenders and CREDIT SUISSE AG,
as administrative agent. Capitalized terms used herein but not otherwise defined herein shall have
the meanings assigned to such terms in the Second Amended and Restated Credit Agreement. Under the
Second Amended and Restated Credit Agreement, the Lenders have agreed, upon the terms and subject
to the conditions therein set forth, to make Loans to the Borrowers, and the Borrowers and the New
Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Borrower. Holdings and the
Borrowers represent that the New Borrowing Subsidiary is a Wholly Owned Subsidiary of Holdings or
one of the Borrowers. Each of Holdings, the Borrowers and the New Borrowing Subsidiary represents
and warrants that the representations and warranties of Holdings and the Borrowers in the Second
Amended and Restated Credit Agreement relating to the New Borrowing Subsidiary and this Agreement
are true and correct in all material respects on and as of the date hereof with the same effect as
though made on and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date. Holdings and the Borrowers agree that the Guarantees of the
Guarantors contained in the Second Amended and



 









 







Restated Credit Agreement will apply to the Bank Obligations of the New Borrowing Subsidiary. Upon
execution of this Agreement by each of Holdings, the Borrowers and the New Borrowing Subsidiary
and, if the New Borrowing Subsidiary is not already a Loan Party, upon such New Borrowing
Subsidiary becoming a Loan Party by executing the Guarantor Joinder and each applicable Loan
Document in favor of the Collateral Agent, the New Borrowing Subsidiary shall be a party to the
Second Amended and Restated Credit Agreement and shall constitute a “Borrower” for all purposes of
the Second Amended and Restated Credit Agreement.




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



M1-2 









 









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



	 	 	 	 	 	 	 

	 	 	 	 	REYNOLDS GROUP HOLDINGS LIMITED,
	 
	 	 	 	 	 	 
	 

	 	 	 	by	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	 	 	REYNOLDS GROUP HOLDINGS INC.,
	 
	 	 	 	 	 	 
	 

	 	 	 	by	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	 	 	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.,
	 
	 	 	 	 	 	 
	 

	 	 	 	by	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	 	 	PACTIV CORPORATION,
	 
	 	 	 	 	 	 
	 

	 	 	 	by	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	 	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.,
	 
	 	 	 	 	 	 
	 

	 	 	 	by	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:






M1-3 









 










	 	 	 	 	 	 	 

	 	 	 	 	SIG EURO HOLDING AG & CO KGAA,
	 
	 	 	 	 	 	 
	 

	 	 	 	By	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	 	 	SIG AUSTRIA HOLDING GMBH,
	 
	 	 	 	 	 	 
	 

	 	 	 	By	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	 	 	CLOSURE SYSTEMS INTERNATIONAL BV,
	 
	 	 	 	 	 	 
	 

	 	 	 	By	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	 	 	[NAME OF NEW BORROWING SUBSIDIARY],
	 
	 	 	 	 	 	 
	 

	 	 	 	By	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:






M1-4 









 










	 	 	 	 	 	 	 

	 	 	 	 	CREDIT SUISSE AG, as Administrative Agent and Issuing Bank,
	 
	 	 	 	 	 	 
	 

	 	 	 	by	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:






M1-5 









 





EXHIBIT M-2




[FORM OF]

BORROWING SUBSIDIARY TERMINATION




Credit Suisse AG,

as Administrative Agent

for the Lenders referred to below

c/o Credit Suisse AG,

as Administrative Agent

Eleven Madison Avenue

New York, NY 10010




[Date]



Ladies and Gentlemen:




          The undersigned, [Parent Borrower] (the “Parent”), refers to the Second Amended and
Restated Credit Agreement dated as of August 9, 2011 (as amended, supplemented or otherwise
modified from time to time, the “Second Amended and Restated Credit Agreement”), among
REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS INC., a
Delaware corporation, PACTIV CORPORATION, a Delaware corporation, CLOSURE SYSTEMS INTERNATIONAL
HOLDINGS INC., a Delaware corporation, SIG EURO HOLDING AG & CO KGAA, a German partnership limited
by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit
beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL BV, a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The
Netherlands, REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company, the
Guarantors, the Lenders and CREDIT SUISSE AG, as administrative agent. Capitalized terms used and
not otherwise defined herein shall have the meanings assigned to such terms in the Second Amended
and Restated Credit Agreement.



          The Parent hereby terminates the status of [ ] (the “Terminated Borrowing
Subsidiary”) as a Borrower under the Second Amended and Restated Credit Agreement. [The Parent
represents and warrants that no Loans made to, or Letters of Credit issued for the account of, the
Terminated Borrowing Subsidiary are outstanding as of the date hereof and that all amounts payable
by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the extent
notified by the Administrative Agent or any Lender, any other amounts payable under the Second
Amended and Restated Credit Agreement) pursuant to the Second Amended and Restated Credit Agreement
have been paid in full on or prior to the date hereof.] [The Parent acknowledges that the
Terminated Borrowing Subsidiary shall continue to be a Borrower until such time as the principal of
and interest on each Loan made to the Terminated Borrowing Subsidiary, all Fees and all other
expenses or amounts (other than indemnification and other contingent obligations for which no claim
has been made) payable by the Terminated Borrowing Subsidiary under any Loan Document shall have
been paid in full and all Letters of Credit issued for the account of the Terminated Borrowing
Subsidiary have been canceled or have expired (unless cash collateralized or backstopped in a
manner reasonably satisfactory to the Administrative Agent) and all amounts drawn thereunder have
been reimbursed in full, provided



 









 








that the Terminated Borrowing Subsidiary shall not have the right to make further Borrowings
or to request additional Letters of Credit under the Second Amended and Restated Credit Agreement.]







M2-2 









 











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



	 	 	 	 	 	 	 

	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	 	 	REYNOLDS GROUP HOLDINGS LIMITED,
	 
	 	 	 	 	 	 
	 

	 	 	 	by	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	 	 	[PARENT],
	 
	 	 	 	 	 	 
	 

	 	 	 	by	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	 	 	[TERMINATED BORROWING SUBSIDIARY],
	 
	 	 	 	 	 	 
	 

	 	 	 	by	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:






M2-3 









 






EXHIBIT N



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.




Additional Bank Secured Party Acknowledgement




          To: Credit Suisse AG, as Administrative Agent, the Issuing Banks, the Lenders, the
other Bank Secured Parties, in each case as defined in and under the Second Amended and
Restated Credit Agreement (as defined below), The Bank of New York Mellon and Wilmington
Trust (London) Limited, as collateral agents, and the secured parties under the First Lien
Intercreditor Agreement (as defined in the Second Amended and Restated Credit Agreement)



          From: Reynolds Group Holdings Limited and [NAME OF ADDITIONAL BANK SECURED PARTY]
[and each of its Affiliates listed from time to time on Schedule I attached hereto (the
“ABSP Affiliates”)]



          Date: [           ]



          Reference is made to the Second Amended and Restated Credit Agreement dated as of
August 9, 2011 (as amended, supplemented or otherwise modified from time to time, the
“Second Amended and Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a
Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS INC., a Delaware corporation,
PACTIV CORPORATION, a Delaware corporation, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a
Delaware corporation, SIG EURO HOLDING AG & CO KGAA, a German partnership limited by
shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit
beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL BV, a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the
laws of The Netherlands, REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability
company, the Guarantors, the Lenders and CREDIT SUISSE AG, as administrative agent.



 









 







          Capitalized terms used and not defined herein have the meanings set forth in the
Second Amended and Restated Credit Agreement.



          The undersigned certifies that [ ] [and each of the ABSP Affiliates] ([the][each an]
“Additional Bank Secured Party”) has entered into, or proposes to enter into, one or more
[working capital facilities][hedge agreements][cash management arrangements] with one or
more subsidiaries as a [Hedge Provider] [Local Facility Provider][and][Cash Management
Bank], as the case may be, [as set forth on Schedule I hereto and, pursuant to which the
maximum aggregate principal amount that may be secured as Bank Obligations in respect of
each Additional Bank Secured Party under such facility or arrangement at any time shall not
exceed the applicable amount set forth on Schedule I as such amount may be modified from
time to time upon notice to the Administrative Agent and the Collateral Agents from the
Loan Parties’ Agent and the Additional Bank Secured Party; provided that such notice shall
include (i) a certification by a Financial Officer of Holdings that, at the time of and
after giving effect to the modification, Holdings and the Subsidiaries are in compliance
with Sections 6.01 and 6.02 of the Second Amended and Restated Credit Agreement and (ii) an
updated Schedule I reflecting such modification. In the event of any other change to the
information set forth on Schedule I (including the identity of any Additional Secured Bank
Party), the undersigned agrees that it shall promptly deliver to the Administrative Agent
an updated Schedule I reflecting any such
change.13



          The undersigned agrees [(on behalf of itself and the ABSP Affiliates)] that it [and
each of the ABSP Affiliates] shall not have any right individually to realize upon any of
the Collateral or to enforce any Guarantee of the Obligations, it being understood and
agreed that all powers, rights and remedies under the Loan Documents may be exercised
solely by the Agents on behalf of the Bank Secured Parties in accordance with the terms
thereof (subject, in the case of the Collateral, to the provisions of the First Lien
Intercreditor Agreement). The undersigned (a) acknowledges that it has received a copy of
the Second Amended and Restated Credit Agreement and the First Lien Intercreditor Agreement
[and has delivered copies of such documents to the ABSP Affiliates], (b) acknowledges [(on
behalf of itself and the ABSP Affiliates)] that it [and each of the ABSP Affiliates] will
be a [Hedge Provider] [Local Facility Provider][and][Cash Management Bank] under the Second
Amended and Restated Credit Agreement and that will take no actions contrary to the
provisions thereof, (c) agrees [(on behalf of itself and the ABSP Affiliates)] that it [and
each of the ABSP Affiliates] will be bound as a “Credit Agreement Secured Party” by the
First Lien Intercreditor
Agreement14 as if it had been an original party thereto,
and will take no actions contrary to the provisions thereof, (d) acknowledges [(on behalf
of itself and the ABSP Affiliates)] that the Administrative Agent and the Collateral Agents
have entered, and hereby authorizes and ratifies the Administrative Agent’s and the
Collateral Agents’ entry, into the First Lien Intercreditor





 




			
	13	 	Insert (together with table below text)only
for Local Facility Providers and Cash Management Banks
	 
	14	 	Note: Separate accession to be entered into
with respect to the Existing Intercreditor Agreement.




N-2 









 












Agreement on behalf of themselves, the undersigned [and each of the ABSP Affiliates]
and other holders of Bank Obligations and (e) acknowledges and agrees [(on behalf of itself
and the ABSP Affiliates)] that any amendment, restatement, waiver, supplement, or other
modification of any Loan Document (other than (x) this Additional Bank Secured Party
Acknowledgement and (y) Section 9.10, Section 9.22 or Article X of the Second Amended and
Restated Credit Agreement but in the case of clause (y) only to the extent such amendment,
restatement, waiver, supplement, or other modification has an adverse effect on the
undersigned [or each of the ABSP Affiliates]) or extension, renewal, refinancing or
replacement of any Indebtedness under the Second Amended and Restated Credit Agreement
shall not be subject to its [or the ABSP Affiliates] consent. The undersigned further
acknowledges [(on behalf of itself and the ABSP Affiliates)] that, pursuant to the First
Lien Intercreditor Agreement, the Collateral Agents will have the sole right to proceed
against the Collateral, and that the provisions of the First Lien Intercreditor Agreement
may, in certain circumstances, limit the ability of Administrative Agent to direct the
Collateral Agents. In the event of a foreclosure by either Collateral Agent on any of the
Collateral pursuant to a public or private sale or other disposition, any Bank Secured
Party may be the purchaser of any or all of such Collateral at any such sale or other
disposition, and the applicable Collateral Agent, as agent for and representative of the
Secured Parties (but not any Bank Secured Party or Bank Secured Parties in its or their
respective individual capacities), shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the Collateral sold
at any such sale, to use and apply any of the Obligations (including the Bank Obligations)
as a credit on account of the purchase price for any Collateral payable by such Collateral
Agent on behalf of the Secured Parties at such sale or other disposition. The undersigned
[and each of the ABSP Affiliates] will be deemed, by its acceptance of the benefits of the
Collateral and of the Guarantees of the Bank Obligations provided under the Loan Documents,
to have agreed to the foregoing provisions. The provisions of this paragraph are for the
sole benefit of the Bank Secured Parties and shall not afford any right to, or constitute a
defense available to, any Loan Party.




          The undersigned hereby confirms that it [and each of the ABSP Affiliates] has received
a copy of each of the German Security Documents (as defined in the First Lien Intercreditor
Agreement) of an accessory nature (the pledge agreements), is aware of their contents and
hereby expressly consents to and ratifies (genehmigt) [(on behalf of itself and the ABSP
Affiliates)] the declarations of The Bank of New York Mellon, as Collateral Agent, made as
representative without power of attorney (Vertreter ohne Vertretungsmacht) on behalf of the
undersigned [and each of the ABSP Affiliates] as a [Hedge Provider] [Local Facility
Provider][and][Cash Management Bank], as the case may be, as future pledgee in such German
Security Documents.



          Each of the undersigned acknowledges and agrees that [each] [the] Additional Bank
Secured Party shall have all of the rights of a [Hedge Provider] [Local Facility
Provider][and][Cash Management Bank] (as the case may be) and Bank Secured Party under the
Second Amended and Restated Credit Agreement and the First Lien Intercreditor Agreement and
[each] [the] Additional Bank Secured Party shall constitute a “[Hedge Provider] [Local
Facility Provider][Cash Management Bank]” (as the case may



N-3 









 








be) and “Bank Secured Party” for purposes of the Second Amended and Restated Credit
Agreement and the First Lien Intercreditor Agreement.




          The address, fax number and attention details for communications to [ADDITIONAL BANK
SECURED PARTY] are as follows:



          [     ]



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



N-4 









 








          This Additional Bank Secured Party Acknowledgment has been duly executed by the
undersigned as of the date first written above.



	 	 	 	 	 	 	 

	 	 	 	 	[    ], as a
[Hedge Provider] [Local Facility Provider]
 [Cash Management Bank] [and as an authorized
representative of the ABSP Affiliates],
	 
	 	 	 	 	 	 
	 

	 	 	 	by	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:






N-5 









 








Acknowledged and agreed as of this ____ day of ____________, 20___.




	 	 	 	 	 	 	 

	 	 	 	 	REYNOLDS GROUP HOLDINGS
LIMITED,
 as Loan Parties’ Agent,
	 
	 	 	 	 	 	 
	 

	 	 	 	by	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:






N-6 









 








Acknowledged and agreed as of this ____ day of ____________, 20__.




	 	 	 	 	 	 	 

	 	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,
	 
	 	 	 	 	 	 
	 

	 	 	 	By	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 

	 	 	 	By	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:






N-7 









 









Acknowledged and agreed as of this ____ day of ____________, 20___.




	 	 	 	 	 	 	 

	 	 	THE BANK OF NEW YORK MELLON, as Collateral Agent,
	 
	 	 	 	 	 	 
	 

	 	 	 	By	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:






N-8 









 









Acknowledged and agreed as of this ____ day of ____________, 20___.




	 	 	 	 	 	 	 

	 	 	WILMINGTON TRUST
(LONDON) LIMITED, 
as Collateral Agent,
	 
	 	 	 	 	 	 
	 

	 	 	 	By	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:






N-9 









 






N-10




Schedule I




	 	 	 	 	 
	 	 	 	 	Amount Secured as Bank
	Name of Bank Secured Party	 	Type of Arrangement	 	Obligations (in Euros)
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 






 











 





ANNEX B



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 [•], 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.,
SIG Euro Holding AG & Co. KGAA, Closure Systems International B.V. and
Pactiv Corporation (collectively, with SIG Austria Holding GmbH, 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 under the New 2011 Senior Secured Notes Indenture (as defined below)
(in such capacity, the “New 2011 Trustee”) (g) The Bank of New York
Mellon, as trustee under the 2011 Senior Secured Notes Indenture (as defined
below) (in such capacity, the “2011 Trustee”), (h) The Bank of New
York Mellon, as trustee under the 2010 Senior Secured Notes Indenture (as
defined below) (in such capacity, the “2010 Trustee”), (i) 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 (j)
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 defined below), as applicable.



 









 








          B. Pursuant to the Second Amended and Restated Credit Agreement dated as of August 9, 2011 (as
amended from time to time on or prior to the date hereof), 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, certain Borrowers, on [•], 2011, borrowed the
Tranche C Term Loans (as defined in Amendment No. 6 and Incremental Term Loan Assumption Agreement
dated as of August 9, 2011 to the Credit Agreement (“Amendment No. 6”)).



          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 certain debt securities.



          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 certain debt
securities. 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
certain 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. RGHL US Escrow II Inc. (“Escrow Inc. Issuer”) and RGHL US Escrow II LLC
(“Escrow LLC Issuer”) (the “Escrow Issuers”), the New 2011 Trustee and The Bank of
New York Mellon, London Branch, as paying agent, among others, have entered into an indenture,
dated as of August 9, 2011 (the “New 2011 Senior Secured Notes Indenture”), pursuant to
which the Escrow Issuers initially issued debt securities (the “New 2011 Senior Secured
Notes”) in escrow. On the date hereof, in connection with the release from escrow of the
proceeds of the New 2011 Senior Secured Notes, (i) the Escrow LLC Issuer will merge with and into
the LLC Issuer, with the LLC Issuer surviving the merger and assuming by operation of law the
obligations of the Escrow LLC Issuer under the New 2011 Senior Secured Notes, the New 2011 Senior
Secured Notes Indenture and the other applicable documents, (ii) the Escrow Inc. Issuer will merge
with and into the Inc. Issuer, with the Inc. Issuer surviving the merger and assuming by operation
of law the obligations of the Escrow Inc. Issuer under the New 2011 Senior Secured Notes, the New
2011 Senior Secured Notes Indenture and the other applicable documents, and (iii) the Lux Issuer
will assume, on a joint and several basis with the LLC Issuer and the Inc. Issuer, the obligations
of the Escrow Issuers under the New 2011 Senior Secured Notes, the New 2011 Senior Secured Notes
Indenture and the other applicable documents. On the date hereof, in connection with such release
from escrow and mergers, the New 2011 Trustee has become a party to the First Lien Intercreditor
pursuant to Section 5.02(c) thereof.



N-3 









 









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



          H. Each Reaffirming Party expects to realize, or has realized, direct and indirect benefits as
a result of the funding of the Tranche C Term Loans, the release from escrow of the proceeds from
the New 2011 Senior Secured Notes and the consummation of the transactions contemplated thereby.
The release from escrow of the proceeds of the New Senior Secured Notes in order to finance the
Graham Packaging Transactions (as defined in the Credit Agreement) is referred to herein as the
“Escrow Release”.



          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 XI




Reaffirmation



          SECTION 11.01. Reaffirmation. (a) Each Security Reaffirming Party (i) agrees
that, notwithstanding the borrowing of the Tranche C Term Loans and the issuance of the New 2011
Senior Secured Notes, each of the Security Documents (as each may have been amended, modified
and/or confirmed on or 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 (A)
the Tranche C Term Loans, which shall, as of the date hereof, be considered “Credit Agreement
Obligations” under the First Lien Intercreditor Agreement and (B) the “Secured Obligations” as
defined in the New 2011 Senior Secured Notes Indenture, which have been designated as “Additional
Obligations” under and pursuant to the First Lien Intercreditor Agreement (the “Secured Notes
Designation”).




     (b) Each Reaffirming Party hereby (i) ratifies and affirms Amendment No. 6 and the
transactions contemplated thereby, (ii) agrees that, notwithstanding the effectiveness of
Amendment No. 6, 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) as provided in
the Loan Documents as originally executed (including any limitations expressly set forth
therein as 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
Tranche C Term Loans.



N-4 









 










     (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 Tranche C Term Loans and the “Secured Obligations” as defined in the New 2011 Senior
Secured Notes Indenture 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
the documentation listed in Schedule B that is governed by the laws of Quebec and 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 following the funding
of the Tranche C Term Loans, the Escrow Release and the Secured Notes Designation.




     (e) With respect to this Section 1.01, SIG Combibloc (Schweiz) AG (which, as opposed
to the other Security Reaffirming Parties organized under the laws of Switzerland, is not a
party to any of the Reaffirmed Security Documents) consents and agrees solely to Sections
1.01(a)(iii) (as relates to the First Lien Intercreditor Agreement), 1.01(b) and 1.01(d)
herein.



ARTICLE XII




Representations and Warranties



          SECTION 12.01. 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 12.02. 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 12.03. 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 12.04. 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



N-5 









 







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.




ARTICLE XIII




Miscellaneous



          SECTION 13.01. Notices. All communications and notices hereunder shall be in writing
and given as provided in Section 5.01 of the First Lien Intercreditor Agreement; provided that all
communications and notices to Wilmington Trust (London) Limited hereunder shall be given to it at
the address set forth below, or to such other address as Wilmington Trust (London) Limited may
hereafter specify.


Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Elaine Lockhart




          SECTION 13.02. Loan Document. This Agreement is a Loan Document 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 13.03. 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 New 2011 Trustee, the 2011 Trustee, the
2010 Trustee and the 2009 Trustee shall have been received by each of the Collateral Agents, the
Administrative Agent, the New 2011 Trustee, 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 13.04. No Novation. This Agreement shall not extinguish the obligations for
the payment of money outstanding under any Credit Document or discharge or release the priority of
any Credit Document or any other security therefor. Nothing herein shall be construed as a
substitution or novation of the obligations outstanding under any Credit 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 Credit Document from
any of its obligations and liabilities thereunder. Each of the Credit Documents shall remain in
full force and effect notwithstanding the execution and delivery of this Agreement.



N-6 









 









          SECTION 13.05. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          SECTION 13.06. 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 13.07. No Other Supplement; Confirmation. Except as expressly set forth
herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of
or otherwise affect the rights and remedies of the Secured Parties under any Loan Document, and
shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in any Loan Document, all of which shall continue in full force
and effect.



          SECTION 13.08. 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]




N-7 









 





          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 LIMITED,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]





 









 





	 	 	 	 	 
	 	REYNOLDS GROUP HOLDINGS INC.,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]





 









 





	 	 	 	 	 
	 	REYNOLDS CONSUMER PRODUCTS 

HOLDINGS INC.,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]





 









 





	 	 	 	 	 
	 	EACH OF THE REAFFIRMING PARTIES

LISTED ON SCHEDULE A AND SCHEDULE 

C HERETO,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]





 









 





	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS 

BRANCH, as Administrative Agent,

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



STATE OF NEW YORK

COUNTY OF ___________________



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





	 	 	 

	 
	 

	 	 
	 

	 	Name:
	 
	 	 
	Sworn to before me this __ day of ______, 2011
	 	 
	Notary Public
	 	 
	Printed Name: _________________
	 	 
	My Commission Expires:
	 	 
	 
	 	 
	 

	 	 





STATE OF NEW YORK

COUNTY OF ___________________



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




	 	 	 

	 
	 

	 	 
	 

	 	Name:
	 
	 	 
	Sworn to before me this __ day of ______, 2011
	 	 
	Notary Public
	 	 
	Printed Name: _________________
	 	 
	My Commission Expires:
	 	 
	 
	 	 
	 

	 	 





[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]





 









 







	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, in 

its capacity as Collateral Agent

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



STATE OF NEW YORK

COUNTY OF ___________________



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




	 	 	 

	 
	 

	 	 
	 

	 	Name:
	Sworn to before me this __ day of ______, 2011
	 	 
	Notary Public
	 	 
	Printed Name: _________________
	 	 
	My Commission Expires:
	 	 
	 
	 	 
	 

	 	 





[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]




 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

in its capacity as New 2011 Trustee, 2011

Trustee, 2010 Trustee and 2009 Trustee,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



STATE OF NEW YORK

COUNTY OF ___________________



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




	 	 	 

	 
	 

	 	 
	 

	 	Name:
	 
	 	 
	Sworn to before me this __ day of ______, 2011
	 	 
	Notary Public
	 	 
	Printed Name: _________________
	 	 
	My Commission Expires:
	 	 
	 
	 	 
	 

	 	 





[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]







 









 








	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON)

LIMITED, in its capacity as Collateral 

Agent

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]





 











 





SCHEDULE A

TO REAFFIRMATION AGREEMENT




List of the Security Reaffirming Parties




	 	 	 
	JURISDICTION	 	ENTITY
	BRAZIL

	 	Closure Systems International (Brazil) Sistemas de
	 

	 	Vedacao Ltda
	 

	 	SIG Beverages Brasil Ltda.
	 

	 	SIG Combibloc do Brasil Ltda
	 
	 	 
	BRITISH VIRGIN ISLANDS

	 	CSI Latin American Holdings Corporation
	 
	 	 
	CANADA

	 	Pactiv Canada Inc.
	 

	 	Conference Cup Ltd.
	 

	 	Dopaco Canada, Inc.
	 

	 	Garven Incorporated
	 

	 	Evergreen Packaging Canada Limited
	 
	 	 
	GERMANY

	 	SIG Euro Holding AG & Co. KGaA
	 

	 	SIG Beverages Germany GmbH
	 

	 	SIG Combibloc Holding GmbH
	 

	 	SIG Vietnam Beteiligungs GmbH
	 

	 	SIG Combibloc GmbH
	 

	 	SIG Combibloc Systems GmbH
	 

	 	SIG Combibloc Zerspanungstechnik GmbH
	 

	 	SIG Information Technology GmbH
	 

	 	SIG International Services GmbH
	 

	 	Closure Systems International Holdings (Germany) GmbH
	 

	 	Closure Systems International Deutschland GmbH
	 

	 	Pactiv Deutschland Holdinggesellschaft mbH
	 

	 	Omni-Pac Ekco GmbH Verpackungsmittel
	 

	 	Omni-Pac GmbH Verpackungsmittel
	 

	 	Pactiv Hamburg Holdings GmbH
	 
	 	 
	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 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.
	 

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

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

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

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

	 	Central de Bolsas, S. de R.L. de C.V.
	 

	 	Servicios Industriales Jaguar, S.A. de C.V.
	 

	 	Servicio Terrestre Jaguar, S.A. de C.V.






 









 






	 	 	 
	JURISDICTION	 	ENTITY
	 

	 	Grupo Corporativo Jaguar, S.A. de C.V.
	 

	 	Pactiv México, 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
	 

	 	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.
	 
	 	 
	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.
	 

	 	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.
	 

	 	Closure Systems International 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.






 









 






	 	 	 
	JURISDICTION	 	ENTITY
	 

	 	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.
	 

	 	Dopaco, Inc.






 









 





SCHEDULE B

TO THE REAFFIRMATION AGREEMENT




Part I

List of the Reaffirmed Security Documents

Collateral Agent: The Bank of New York Mellon




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

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

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

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

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

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

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

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






 









 




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

	 	Canadian General
Security Agreement
dated as of December
2, 2009 granted by
Closure Systems
International (Canada)
Limited (a predecessor
of Pactiv Canada Inc.)
to The Bank of New
York Mellon, as
collateral agent.
	 	“Obligations”
	 
	 	 	 	 
	 

	 	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
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 granted by
Reynolds Food
Packaging Canada Inc.
(a predecessor of a
company formerly known
as Pactiv Canada Inc.)
in favour of The Bank
of New York Mellon.	 	 
	 
	 	 	 	 
	 

	 	Canadian Pledge
Agreement dated as of
September 1, 2010
granted by Reynolds
Packaging
International B.V. in
favour of The Bank of
New York Mellon,
relating to shares in
Pactiv Canada Inc., as
amended by an amending
agreement No. 1 dated
April 28,	 	 






 









 





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

	 	2011, an
amending agreement No.
2 dated April 28, 2011
and an amending
agreement dated July
1, 2011.	 	 
	 
	 	 	 	 
	 

	 	Deed of Hypothec
granted by Reynolds
Food Packaging Canada
Inc. (a predecessor of
Pactiv 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.
(a predecessor of
Pactiv 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. (a predecessor of
Pactiv 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.	 	 
	 
	 	 	 	 
	 

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






 









 






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

	 	Bond Pledge Agreement
granted by Reynolds Food Packaging Canada
Inc. (a predecessor of
Pactiv 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 granted by
Pactiv Canada Inc. in
favour of The Bank of
New York Mellon.	 	 
	 
	 	 	 	 
	 

	 	Canadian General
Security Agreement
dated as of November
16, 2010 granted by
Newspring Canada Inc.
(a predecessor of
Pactiv Canada Inc.) in
favour of The Bank of
New York Mellon.	 	 
	 
	 	 	 	 
	 

	 	Canadian Pledge
Agreement dated as of
November 16, 2010
granted by Reynolds
Food Packaging Canada
Inc. (a predecessor of
Pactiv Canada Inc.) in
favour of The Bank of
New York Mellon,
relating to shares in
Dopaco Canada, Inc. as
amended by Amending
Agreement No. 1 dated
28 April 2011 and
Amending Agreement No.
2 dated 2 May 2011
(each delivered by
Reynolds Food
Packaging Canada Inc.,
a predecessor of
Pactiv Canada Inc.)
and an amending
agreement No. 3 dated
July 1, 2011 delivered
by Pactiv Canada Inc.
(as successor to
Reynolds Food
Packaging Canada
Inc.).	 	 
	 
	 	 	 	 
	 

	 	Canadian General
Security Agreement
dated as of November
16, 2010 granted by
798795 Ontario Limited
(a predecessor of
Pactiv Canada Inc.) in
favour of The Bank of
New York Mellon.	 	 
	 
	 	 	 	 
	 

	 	Canadian General
Security Agreement
dated as of May 2,
2011 granted by
Conference Cup Ltd. in
favour of The Bank of
New York Mellon.	 	 
	 
	 	 	 	 
	 

	 	Canadian General
Security Agreement
dated as of May 2,
2011 granted by Dopaco
Canada, Inc. in favour
of The Bank of New
York Mellon.	 	 
	 
	 	 	 	 






 









 






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

	 	Canadian Pledge
Agreement dated as of
May 2, 2011 granted by
Dopaco Canada, Inc. in
favour of The Bank of
New York Mellon,
relating to shares in
Garven Incorporated.	 	 
	 
	 	 	 	 
	 

	 	Canadian General
Security Agreement
dated as of May 2,
2011 granted by Garven
Incorporated. in
favour of The Bank of
New York Mellon.	 	 
	 
	 	 	 	 
	 

	 	Canadian Pledge
Agreement dated as of
May 2, 2011 granted by
Garven Incorporated in
favour of The Bank of
New York Mellon,
relating to shares in
Conference Cup Ltd.	 	 
	 
	 	 	 	 
	GERMANY

	 	Notarial share 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
relating to the shares
in SIG Combibloc
Holding GmbH, as
amended by a notarial
confirmation and
amendment agreement
dated May 4, 2010.
	 	“Obligations”
	 
	 	 	 	 
	 

	 	Notarial share 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 and as pledgee
and others as pledgees
relating to the shares
in SIG Combibloc
Holding GmbH.	 	 
	 
	 	 	 	 
	 

	 	Notarial share pledge
agreement dated March
2, 2011 and entered
into between SIG
Combibloc Group AG as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
as pledgee and others
as pledgees relating
to the shares in SIG
Combibloc Holding
GmbH.	 	 
	 
	 	 	 	 
	 

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






 









 





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

	 	International Services
GmbH and SIG
Information Technology
GmbH, as amended by a
notarial confirmation
and amendment
agreement dated May 4,
2010.	 	 
	 
	 	 	 	 
	 

	 	Notarial share pledge
agreement dated
November 16, 2010 and
entered into between
SIG Euro Holding AG &
Co. KGaA as pledgor
and The Bank of New
York Mellon as
Collateral Agent and
pledgee relating to
the shares in SIG
Combibloc Holding
GmbH, SIG Combibloc
GmbH, SIG Beverages
Germany GmbH, SIG
International Services
GmbH and SIG
Information Technology
GmbH.	 	 
	 
	 	 	 	 
	 

	 	Notarial share pledge
agreement dated March
2, 2011 and entered
into between SIG Euro
Holding AG & Co. KGaA
as pledgor and The
Bank of New York
Mellon as Collateral
Agent and pledgee
relating to the shares
in SIG Combibloc
Holding GmbH, SIG
Combibloc GmbH, SIG
Beverages Germany
GmbH, SIG
International Services
GmbH and SIG
Information Technology
GmbH.	 	 
	 
	 	 	 	 
	 

	 	Notarial Share Pledge
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc Holding
GmbH as pledgor and
The Bank of New York
Mellon as Collateral
Agent and as pledgee
and others as pledgees
relating to the shares
in SIG Combibloc GmbH,
SIG Combibloc Systems
GmbH and SIG Vietnam
Beteiligungs GmbH, as
amended by a notarial
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Notarial Share Pledge
Agreement dated
November 16, 2010 and
entered into between
SIG Combibloc Holding
GmbH as pledgor and
The Bank of New York
Mellon as Collateral
Agent and pledgee
relating to the shares
in SIG Combibloc GmbH,
SIG Combibloc Systems
GmbH and SIG Vietnam
Beteiligungs GmbH.	 	 
	 
	 	 	 	 
	 

	 	Notarial Share Pledge
Agreement dated March
2, 2011 and entered
into between SIG
Combibloc Holding GmbH
as pledgor and The	 	 






 









 





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

	 	Bank of New York
Mellon as Collateral
Agent and pledgee
relating to the shares
in SIG Combibloc GmbH,
SIG Combibloc Systems
GmbH and SIG Vietnam
Beteiligungs GmbH.	 	 
	 
	 	 	 	 
	 

	 	Notarial Share Pledge
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc Systems
GmbH as pledgor and
The Bank of New York
Mellon as Collateral
Agent and as pledgee
and others as pledgees
relating to the shares
in SIG Combibloc
Zerspanungstechnik
GmbH, as amended by a
notarial confirmation
and amendment
agreement dated May 4,
2010.	 	 
	 
	 	 	 	 
	 

	 	Notarial Share Pledge
Agreement dated
November 16, 2010 and
entered into between
SIG Combibloc Systems
GmbH as pledgor and
The Bank of New York
Mellon as Collateral
Agent and pledgee
relating to the shares
in SIG Combibloc
Zerspanungstechnik
GmbH.	 	 
	 
	 	 	 	 
	 

	 	Notarial Share Pledge
Agreement dated March
2, 2011 and entered
into between SIG
Combibloc Systems GmbH
as pledgor and The
Bank of New York
Mellon as Collateral
Agent and pledgee
relating to the shares
in SIG Combibloc
Zerspanungstechnik
GmbH.	 	 
	 
	 	 	 	 
	 

	 	Notarial Share Pledge
Agreement dated
November 5, 2009 and
entered into between
Closure Systems
International B.V. as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
as pledgee and others
as pledgees relating
to the shares in
Closure Systems
International Holdings
(Germany) GmbH, as
amended by a notarial
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Notarial Share Pledge
Agreement dated
November 16, 2010 and
entered into between
Closure Systems
International B.V. as
pledgor and The Bank
of New York Mellon as
Collateral Agent
relating to the shares
in Closure Systems
International Holdings
(Germany) GmbH.	 	 






 









 






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

	 	Notarial Share Pledge
Agreement dated March
2, 2011 and entered
into between Closure
Systems International
B.V. as pledgor and
The Bank of New York
Mellon as Collateral
Agent relating to the
shares in Closure
Systems International
Holdings (Germany)
GmbH.	 	 
	 
	 	 	 	 
	 

	 	Notarial Share Pledge
Agreement dated
November 5, 2009 and
entered into between
Closure Systems
International Holdings
(Germany) GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
as pledgee and others
as pledgees relating
to the shares in
Closure Systems
International
Deutschland GmbH, as
amended by a notarial
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Notarial Share Pledge
Agreement dated
November 16, 2010 and
entered into between
Closure Systems
International Holdings
(Germany) GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
pledgee relating to
the shares in Closure
Systems International
Deutschland GmbH.	 	 
	 
	 	 	 	 
	 

	 	Notarial Share Pledge
Agreement dated March
2, 2011 and entered
into between Closure
Systems International
Holdings (Germany)
GmbH as pledgor and
The Bank of New York
Mellon as Collateral
Agent and pledgee
relating to the shares
in Closure Systems
International
Deutschland GmbH.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 2009 and
entered into between
SIG Euro Holding AG &
Co. KGaA as pledgor
and The Bank of New
York Mellon as
Collateral Agent and
as pledgee and others
as pledgees, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 16, 2010 and
entered into between
SIG Euro Holding AG &
Co. KGaA as pledgor
and The Bank of New
York Mellon as
Collateral Agent and
pledgee.	 	 






 









 






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

	 	Account Pledge
Agreement dated March
2, 2011 and entered
into between SIG Euro
Holding AG & Co. KGaA
as pledgor and The
Bank of New York
Mellon as Collateral
Agent and pledgee.	 	 
	 
	 	 	 	 
	 

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

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

	 	Account Pledge
Agreement dated March
2, 2011 and entered
into between SIG
Combibloc Holding GmbH
as pledgor and The
Bank of New York
Mellon as Collateral
Agent and pledgee.	 	 
	 
	 	 	 	 
	 

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

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

	 	Account Pledge
Agreement dated March
2, 2011 and entered
into between SIG
Combibloc Systems GmbH
as pledgor and The
Bank of New York
Mellon as Collateral
Agent and pledgee.	 	 






 









 






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

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

	 	Account Pledge
Agreement dated
November 16, 2010 and
entered into between
SIG Beverages Germany
GmbH as pledgor and
The Bank of New York
Mellon as Collateral
Agent and pledgee.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated March
2, 2011 and entered
into between SIG
Beverages Germany GmbH
as pledgor and The
Bank of New York
Mellon as Collateral
Agent and pledgee.	 	 
	 
	 	 	 	 
	 

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

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

	 	Account Pledge
Agreement dated March
2, 2011 and entered
into between SIG
Combibloc GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
pledgee.	 	 
	 
	 	 	 	 
	 

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






 









 





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

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

	 	Account Pledge
Agreement dated March
2, 2011 and entered
into between SIG
Combibloc
Zerspanungstechnik
GmbH as pledgor and
The Bank of New York
Mellon as Collateral
Agent and pledgee.	 	 
	 
	 	 	 	 
	 

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

	 	Account Pledge
Agreement dated
November 16, 2010 and
entered into between
SIG Vietnam
Beteiligungs GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
pledgee.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated March
2, 2011 and entered
into between SIG
Vietnam Beteiligungs
GmbH as pledgor and
The Bank of New York
Mellon as Collateral
Agent and pledgee.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 2009 and
entered into between
SIG International
Services GmbH 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.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 16, 2010 and
entered into between
SIG International
Services GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
pledgee.	 	 
	 
	 	 	 	 






 









 






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

	 	Account Pledge
Agreement dated March 2, 2011 and entered
into between SIG
International Services
GmbH as pledgor and
The Bank of New York
Mellon as Collateral
Agent and pledgee.	 	 
	 
	 	 	 	 
	 

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

	 	Account Pledge
Agreement dated
November 16, 2010 and
entered into between
SIG Information
Technology GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
pledgee.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated March
2,
2011 and entered
into between SIG
Information Technology
GmbH as pledgor and
The Bank of New York
Mellon as Collateral
Agent and pledgee.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5, 2009 and
entered into between
Closure Systems
International Holdings
(Germany) GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
as pledgee and others
as pledgees, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 16, 2010 and
entered into between
Closure Systems
International Holdings
(Germany) GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
pledgee.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated March
2, 2011 and entered
into between Closure
Systems International
Holdings (Germany)
GmbH as pledgor and
The Bank of New York
Mellon as Collateral
Agent and pledgee.	 	 
	 
	 	 	 	 






 









 






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

	 	Account Pledge
Agreement dated
November 5,
 2009 and
entered into between
Closure Systems
International
Deutschland GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
as pledgee and others
as pledgees, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 16, 2010 and
entered into between
Closure Systems
International
Deutschland GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
pledgee.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated March
2, 2011 and entered
into between Closure
Systems International
Deutschland GmbH as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
pledgee.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
November 5,
2009 and
entered into between
Closure Systems
International
Deutschland Real
Estate GmbH & Co. KG
(now collapsed into
Closure Systems
International
Deutschland GmbH) as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
as pledgee and others
as pledgees, as
amended by a
confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	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.	 	 
	 
	 	 	 	 
	 

	 	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 and pledgee.	 	 
	 
	 	 	 	 
	 

	 	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 and pledgee.	 	 






 









 






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

	 	Account Pledge
Agreement dated
February 9, 2011, and
entered into between
SIG Combibloc Group AG
as pledgor and The
Bank of New York
Mellon as Collateral
Agent and pledgee.	 	 
	 
	 	 	 	 
	 

	 	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.	 	 
	 
	 	 	 	 
	 

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

	 	Account Pledge
Agreement dated
November 16, 2010, and
entered into between
SIG Schweizerische
Industrie-Gesellschaft
AG as pledgor and The
Bank of New York
Mellon as Collateral
Agent	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated March
2, 2011, and entered
into between SIG
Schweizerische
Industrie-Gesellschaft
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 allCap 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.	 	 
	 
	 	 	 	 
	 

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






 









 






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

	 	Account Pledge
Agreement dated March
2, 2011, and entered
into between SIG
allCap AG as pledgor
and The Bank of New
York Mellon as
Collateral Agent	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
as SIG Euro Holding AG
& Co. KGaA 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
March 2, 2011.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc Holding
GmbH 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 March 2,
2011.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc Systems
GmbH 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 March 2,
2011.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Beverages Germany
GmbH 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 March 2,
2011.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc GmbH 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
March 2, 2011.	 	 






 









 






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

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc
Zerspanungstechnik
GmbH 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 March 2,
2011.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Vietnam
Beteiligungs GmbH 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
March 2, 2011.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG International
Services GmbH 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
March 2, 2011.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Information
Technology GmbH 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
March 2, 2011.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
Closure Systems
International Holdings
(Germany) GmbH 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
March 2, 2011.	 	 






 









 






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

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
Closure Systems
International
Deutschland GmbH 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
March 2, 2011.	 	 
	 
	 	 	 	 
	 

	 	Global Assignment
Agreement dated
November 5, 2009 and
entered into between
Closure Systems
International
Deutschland Real
Estate GmbH & Co. KG
(now collapsed into
Closure Systems
International
Deutschland GmbH) as
assignor and The Bank
of New York Mellon as
Collateral Agent, as
amended by certain
confirmation and
amendment agreements
dated May 4, 2010,
November 16, 2010 and
March 2, 2011.	 	 
	 
	 	 	 	 
	 

	 	Security Transfer
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc Systems
GmbH as transferor 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 March 2,
2011.	 	 
	 
	 	 	 	 
	 

	 	Security Transfer
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc GmbH as
transferor 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 March 2,
2011.	 	 
	 
	 	 	 	 
	 

	 	Security Transfer
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc
Zerspanungstechnik
GmbH as transferor 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 March 2,
2011.	 	 
	 
	 	 	 	 






 









 






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

	 	Security Transfer
Agreement dated November 5, 2009 and
entered into between
Closure Systems
International
Deutschland GmbH as
transferor 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 March 2,
2011.	 	 
	 
	 	 	 	 
	 

	 	IP Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc Systems
GmbH 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 March 2,
2011.	 	 
	 
	 	 	 	 
	 

	 	IP Assignment
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc GmbH 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
March 2, 2011.	 	 
	 
	 	 	 	 
	 

	 	Security Purpose
Agreement dated
November 5, 2009 and
entered into between
SIG Combibloc GmbH and
Closure Systems
International
Deutschland Real
Estate GmbH & Co. KG
(now collapsed into
Closure Systems
International
Deutschland GmbH) as
chargors and The Bank
of New York Mellon as
Collateral Agent
relating to certain
land charges, as
amended by certain
confirmation and
amendment agreements
dated May 4, 2010,
November 16, 2010 and
March 2, 2011.	 	 
	 
	 	 	 	 
	 

	 	IP Assignment
Agreement dated
December 2, 2009, and
entered into between
SIG Technology AG 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
March 2, 2011.	 	 
	 
	 	 	 	 
	 

	 	IP Assignment
Agreement dated
December 2, 2009, and
entered into between
SIG Finanz AG (now
assumed by SIG
Combibloc Group AG	 	 






 









 






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

	 	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, February 1, 2011
and February 9, 2011.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated
December 2, 2009, and
entered into between
SIG Combibloc
Procurement AG as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
pledgee and others as
pledgees, as amended
by a confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

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

	 	Account Pledge
Agreement dated March
2, 2011, and entered
into between SIG
Combibloc Procurement
AG as pledgor and The
Bank of New York
Mellon as Collateral
Agent.	 	 
	 
	 	 	 	 
	 

	 	Partnership Interest
Pledge Agreement dated
January 29, 2010, and
entered into between
SIG Reinag AG as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
pledgee and others as
pledgees relating to
the general
partnership interest
in SIG Euro Holding AG
& Co. KGaA, as amended
by a confirmation and
amendment agreement
dated May 4, 2010.	 	 
	 
	 	 	 	 
	 

	 	Non-notarized Share
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
relating to the shares
in SIG Euro Holding AG
& Co. KGaA, as amended
by a confirmation and
amendment agreement
dated 4 May 2010.	 	 
	 
	 	 	 	 
	 

	 	Junior Share and
Partnership Interest
Pledge Agreement dated
November 16, 2010, and	 	 






 









 






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

	 	entered into between
SIG Combibloc Group AG
and SIG Reinag AG as
pledgors, and The Bank
of New York Mellon as
Collateral Agent and
pledgee and others as
pledgees relating to
the shares and general
partnership interest,
respectively, held in
SIG Euro Holding AG &
Co. KGaA	 	 
	 
	 	 	 	 
	 

	 	Junior Share and
Partnership Interest
Pledge Agreement dated
March 2, 2011, and
entered into between
SIG Combibloc Group AG
and SIG Reinag AG as
pledgors, and The Bank
of New York Mellon as
Collateral Agent and
pledgee and others as
pledgees relating to
the shares and general
partnership interest,
respectively, held in
SIG Euro Holding AG &
Co. KGaA.	 	 
	 
	 	 	 	 
	 

	 	Notarial share pledge
agreement dated March
2, 2011 and entered
into between SIG
Combibloc Holding GmbH
as pledgor and The
Bank of New York
Mellon as Collateral
Agent and pledgee
relating to the shares
in Pactiv Hamburg
Holdings GmbH.	 	 
	 
	 	 	 	 
	 

	 	Notarial share pledge
agreement dated March
2, 2011 and entered
into between Pactiv
Corporation and Pactiv
Hamburg Holdings GmbH
as pledgors and The
Bank of New York
Mellon as Collateral
Agent and pledgee
relating to the shares
in Pactiv Deutschland
Holdinggesellschaft
mbH.	 	 
	 
	 	 	 	 
	 

	 	Notarial share pledge
agreement dated March
2, 2011 and entered
into between Pactiv
Deutschland
Holdinggesellschaft
mbH as pledgor and The
Bank of New York
Mellon as Collateral
Agent and pledgee
relating to the shares
in Omni-Pac Ekco GmbH
Verpackungsmittel and
Omni-Pac GmbH
Verpackungsmittel.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated March
2, 2011 and entered
into between Pactiv
Hamburg Holdings GmbH
as pledgor and The
Bank of New York
Mellon as Collateral
Agent and pledgee.	 	 






 









 






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

	 	Account Pledge
Agreement dated March
2, 2011 and entered
into between Pactiv
Deutschland
Holdinggesellschaft
mbH as pledgor and The
Bank of New York
Mellon as Collateral
Agent and pledgee.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated March
2, 2011 and entered
into between Omni-Pac
Ekco GmbH
Verpackungsmittel as
pledgor and The Bank
of New York Mellon as
Collateral Agent and
pledgee.	 	 
	 
	 	 	 	 
	 

	 	Account Pledge
Agreement dated March
2, 2011 and entered
into between Omni-Pac
GmbH Verpackungsmittel
as pledgor and The
Bank of New York
Mellon as Collateral
Agent and pledgee.	 	 
	 
	 	 	 	 
	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”
	 
	 	 	 	 
	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.	 	 






 









 






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

	 	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.	 	 
	 
	 	 	 	 
	 

	 	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	 	 






 









 






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

	 	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 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	 	 






 









 






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

	 	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 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 Shares
Agreement dated May 4,
2010 between SIG
Combibloc Holding GmbH
and The Bank of New
York Mellon in respect
of shares in Evergreen
Packaging (Luxembourg)
S.à r.l.	 	 
	 
	 	 	 	 
	 

	 	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
	 	“Obligaciones Garantizadas”






 









 






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

	 	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.	 	 
	 
	 	 	 	 
	 

	 	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 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.	 	 






 









 






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

	 	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
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.	 	 
	 
	 	 	 	 
	 

	 	Equity Interests
Pledge Agreement
(Contrato de Prenda
sobre Acciones y
Partes Sociales) dated
April 19, 2011
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., Central
de Bolsas, S. de R.L.
de C.V., Servicios
Industriales Jaguar,
S.A. de C.V., Servicio
Terrestre Jaguar, S.A.
de C.V., Grupo
Corporativo Jaguar,
S.A. de C.V., Pactiv
Corporation and Pactiv
International Holdings
Inc., as pledgors, and
The Bank of New York
Mellon acting solely
in its capacity as	 	 






 









 






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

	 	Collateral Agent on
behalf and for the
benefit of the Secured
Parties, as pledgee,
with the
acknowledgment of
Pactiv México, S. de
R.L. de C.V.	 	 
	 
	 	 	 	 
	 

	 	Floating Lien Pledge
Agreement (Contrato de
Prenda sin Transmisión
de Posesión) dated
April 19, 2011,
executed by and among
Central de Bolsas, S.
de R.L. de C.V.,
Servicios Industriales
Jaguar, S.A. de C.V.,
Servicio Terrestre
Jaguar, S.A. de C.V.,
Grupo Corporativo
Jaguar, S.A. de C.V.
and Pactiv México, 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.	 	 
	 
	 	 	 	 
	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 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.	 	 






 









 






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

	 	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 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.	 	 






 









 






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

	 	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
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., dated December
2, 2009.	 	 
	 
	 	 	 	 
	 

	 	Security Assignment of
Contractual Rights
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.	 	 






 









 





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

	 	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 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,
	 	“Obligations”






 









 






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

	 	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.	 	 
	 
	 	 	 	 
	 

	 	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
among 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.	 	 
	 
	 	 	 	 
	 

	 	Patent Security
Agreement dated as of
May 2, 2011 among
Dopaco, Inc. and The
Bank of New York
Mellon.	 	 
	 
	 	 	 	 
	 

	 	Trademark Security
Agreement dated as of
May 2, 2011 among
Dopaco, 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
	JURISDICTION	 	DOCUMENTS	 	in 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, Wilmington Trust
(London) Limited as
Collateral Agent and as
pledgee and others as
pledgees, 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 Limited as
pledgor, and Wilmington
Trust (London) Limited as
Collateral Agent.	 	 






 









 






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

	 	Account Pledge Agreement
dated February 9, 2011
entered into between SIG
Asset Holdings 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
	JURISDICTION	 	DOCUMENTS	 	in 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 certificates of
title: SA685/3;
SA658/133; SA657/97;
SA1743/3; SA942/52;
SA5B/958; SA26C/782;
SA1006/36; SA1443/56 and
SA802/138.	 	 






 









 






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

	 	Share Pledge Agreement in
respect of shares in SIG
Combibloc Ltd granted by
SIG Combibloc Holding
GmbH dated January 29,
2010 between SIG
Combibloc Holding GmbH as
pledgor, Wilmington Trust
(London) Limited as
collateral agent and the
Secured Parties (as
defined therein) and the
Pledge Supplement dated
July 6, 2011.
	 	“Obligations”
	 
	 	 	 	 
	 

	 	Conditional assignment of
bank accounts agreement
dated January 29, 2010
between SIG Combibloc
Ltd. as assignor,
Wilmington Trust (London)
Limited as collateral
agent and the Secured
Parties (as defined
therein)	 	 
	 
	 	 	 	 
	 

	 	Conditional assignment of
receivables agreement
dated January 29, 2010
between SIG Combibloc
Ltd. as assignor,
Wilmington Trust (London)
Limited as collateral
agent and the Secured
Parties (as defined
therein)	 	 
	 
	 	 	 	 
	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 Sociedad de Responsabilidad Limitada




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




 









 





SCHEDULE 1




Tranche C Term Lenders




	 	 	 	 	 
	Tranche C Term Lender	 	Tranche C Term Loan Commitment	 
	Credit Suisse AG, Cayman Islands
Branch
	 	$	2,000,000,000.00	 
	 
	 	 	 	 
	TOTAL TRANCHE C TERM LOAN
COMMITMENT
	 	$	2,000,000,000.00	 






 









 





SCHEDULE 2




Limitations




          Each Loan Party incorporated or otherwise organized under the laws of Austria or such other
jurisdiction as may be agreed by the Administrative Agent acting in its sole discretion (each a
"Limited Loan Party” and, collectively, the “Limited Loan Parties”) is only a signatory to this
Amendment and Assumption Agreement for the purpose of giving its assent to the amendments to the
Credit Agreement made by this Amendment and Assumption Agreement (and for no other purpose
whatsoever). It is expressly agreed by all parties to this Amendment and Assumption Agreement
that, notwithstanding that each such Limited Loan Party is a signatory to this Amendment and
Assumption Agreement, in addition to the limitations set forth in Section 3(d), none of the Limited
Loan Parties is (by so being a signatory) consenting to, confirming or otherwise acknowledging, and
no Limited Loan Party shall be held liable for, any extension whatsoever of its obligations and
liabilities under the Second Amended and Restated Credit Agreement or any other Loan Document (in
its capacity as a Loan Party or otherwise) in excess of, or in addition to, such obligations and
liabilities as they existed with respect to such Limited Loan Party immediately prior to the
Amendment Effective Date.



          The Administrative Agent and the Lenders party hereto hereby agree that there shall be no
breach of any representation, warranty or covenant in the Second Amended and Restated Credit
Agreement or any other Loan Documents as a result of the fact that any such representation or
warranty made by or with respect to (a) a Limited Loan Party or (b) a Limited Loan Party
Shareholder (but only in respect of a Limited Collateral Agreement), required in any Loan Document
or in any document required by any Loan Document would be untrue or incorrect (or any such covenant
would be unable to be satisfied) by virtue of the fact that (i) all necessary corporate or other
action may not yet have been taken to approve or authorize the extension by such Limited Loan Party
of any obligation or liability on its part in respect of the Tranche C Term Loans or otherwise in
respect of this Amendment and Assumption Agreement (save for the purpose referred to in the first
paragraph above) or the Reaffirmation Agreement referred to herein or any other amendment,
supplement, or confirmation of any existing Loan Document as referred to in Section 4(e) of the
Amendment and Assumption Agreement or any matters relating thereto, (ii) all necessary corporate or
other action may not yet have been taken by a Limited Loan Party Shareholder to approve or
authorize the extension by it of its obligations under any Limited Collateral Agreement to which it
is a party, to the Tranche C Term Loans or otherwise in respect of this Amendment and Assumption
Agreement or (iii) any existing guarantee or security interest in the Collateral (x) provided by
such Limited Loan Party or (y) provided by a Limited Loan Party Shareholder under a Limited
Collateral Agreement, may not be legal, valid or enforceable in respect of Bank Obligations
relating to the Tranche C Term Loans or otherwise in respect of this Amendment and Assumption
Agreement, or any such security interest is not a first priority Lien and perfected in respect
thereof, and no Default or Event of Default shall be deemed to have occurred as a result thereof,
provided that the Loan Parties are otherwise



 









 




in compliance with the obligations under Section 10 of
the Amendment and Assumption Agreement.




          For the purposes of this Schedule 2, “Limited Collateral Agreement” shall mean a Collateral
Agreement entered into by a Loan Party (a “Limited Loan Party Shareholder”) in respect of the
equity, stock or other membership interests of a Limited Loan Party.



 









 





SCHEDULE 3




Post-Effectiveness Matters



Holdings shall cause:





within 135 days after the Closing Date (or such later date as the Administrative Agent in its sole
discretion may permit), and subject to the Agreed Security Principles, each Loan Party
incorporated or otherwise organized under the laws of Austria to take any and all actions
reasonably requested by the Administrative Agent to confirm and acknowledge (in particular but
not limited to by way of confirmation agreements) that its guarantee of the Bank Obligations
(with respect to each such Loan Party) and its other security granted (in particular but not
limited to Austrian law pledges) (with respect to each such Loan Party) continue in full force
and effect, in each case subject to any limitations contained therein or in Schedule 10.03 of
the Second Amended and Restated Credit Agreement, in respect of the Bank Obligations under the
Second Amended and Restated Credit Agreement and the other Loan Documents, including the
Tranche C Term Loans;




within 90 days after the Closing Date (or such later date as the Administrative Agent in its sole
discretion may permit), the Thai Guarantor to (i) apply to the Bank of Thailand for an
in-principle approval for the remittance of any foreign currency sum from Thailand to the Bank
Secured Parties pursuant to such Thai Guarantor’s obligation of payment under the Second
Amended and Restated Credit Agreement and (ii) apply for a permit under the Alien Business Act
B.E. 2542 from the Director-General of the Department of Business Development, Ministry of
Commerce of Thailand (the “Thai Business Permit”) in respect of the Thai Guarantor’s guarantee
of the obligations of Reynolds Group Holdings Limited and Pactiv Corporation. The Thai
Guarantor shall use commercially reasonable efforts to obtain the Thai Business Permit and
shall, promptly upon the receipt of the Thai Business Permit, provide a certified copy of such
permit to the Administrative Agent; and



within 120 days after the Closing Date (or such later date as the Administrative Agent in its sole
discretion may permit) with respect to each Mortgage encumbering a Mortgaged Property located
in the United States of America, (x) an amendment thereof (each, a “Mortgage Amendment”),
setting forth such changes as are reasonably necessary to reflect that the lien securing the
Bank Obligations under the Second Amended and Restated Credit Agreement encumbers such
Mortgaged Property and to further grant, preserve, protect, confirm and perfect the
first-priority lien and security interest thereby created and perfected, (y) opinions by local
counsel reasonably acceptable to the Administrative Agent regarding the enforceability of each
such Mortgage Amendment, and (z) a date-down endorsement to each policy of title
insurance insuring the interest of the mortgagee or beneficiary, as the case may be, with respect
to such Mortgages, in each case in substantially the same form as those Mortgage Amendments and
local counsel opinions delivered to the Administrative Agent on June 7, 2011, in connection with
Amendment No. 4, except for those
   






 









 






changes necessary to reflect the Second Amended and Restated
Credit Agreement, and each of the foregoing being in all respects reasonably acceptable to the
Administrative Agent.



 









 




SCHEDULE 4




Escrow Arrangement




     In the event that either Holdings and the U.S. Term Borrowers, on the one hand, or the
Administrative Agent, on the other hand, requests in writing at least five Business Days prior to
the Escrow Term Loan Funding Date that the Tranche C Lenders make the Tranche C Term Loans prior to
the Closing Date (such Tranche C Term Lenders, the “Escrow Term Lenders”, and such Tranche C Term
Loans, the “Escrow Term Loans”), the Second Amended and Restated Credit Agreement and, to the
extent permitted by their terms, the other Loan Documents shall be amended as necessary to reflect
the terms set forth below (any such amendment, together with the Escrow Agreement (as defined
below) and the Escrow Security Documents (as defined below), the “Escrow Arrangement”) to
facilitate the making of the Escrow Term Loans. As part of the Escrow Arrangement, additional
amendments to the Second Amended and Restated Credit Agreement and, to the extent permitted by
their terms, the Escrow Security Documents and the other Loan Documents that are not materially
adverse to any Escrow Term Lender and that would apply solely during the Escrow Period (as defined
below) may be made with the consent of Holdings and the Administrative Agent, provided that no such
additional amendment shall be made pursuant to this Schedule 4 that would require the consent of
more Lenders than the Lenders constituting the Required Lenders and the Tranche C Term Lenders.
For purposes of this Schedule 4, the term “Escrow Period” shall mean the period commencing on the
Escrow Term Loan Funding Date and ending on the Escrow Termination Date; the term “Escrow Release
Date” shall mean the date on which the conditions to release set forth in Section 4 of the
Amendment and Assumption Agreement have been satisfied; and “Escrow Termination Date” shall mean
the earliest to occur of (a) the Escrow Release Date, (b) the termination or expiration of the
Merger Agreement and (c) March 20, 2012. Notwithstanding the foregoing, without the prior written
consent of Holdings, the Administrative Agent may not request that the Escrow Term Loan Funding
Date occur prior to the 91st day after the Second Restatement Date.



     Except as set forth below in this Schedule 4, the terms of the Escrow Term Loans shall be the
same as those that would otherwise apply to the Tranche C Term Loans had the conditions to funding
in Section 7 of the Amendment and Assumption Agreement been satisfied on the date the Escrow Term
Loans were funded.



	 	 	 

	Escrow Borrower:

	 	          A newly formed Wholly Owned
Subsidiary of Holdings, organized
under Delaware law and constituting
an “Escrow Subsidiary”, as defined
in the Second Amended and Restated
Credit Agreement (the “Escrow
Borrower”), formed for the purpose
of borrowing the Escrow Term Loans;
provided that (a) the requirements
for adding an additional Borrower
under Section 9.21 of the Second
Amended and Restated Credit
Agreement shall have been satisfied
prior to the Escrow Term Loan
Funding Date and (b) so long as






 









 






	 	 	 

	 

	 	such Person is an “Escrow Borrower”, such
Person shall have no liabilities or
assets other than (i) the Escrow
Term Loans and the liabilities
associated therewith, (ii) the cash
proceeds of the Escrow Term Loans
(which will be held in escrow
pursuant to an escrow agreement (the
“Escrow Agreement”) among Holdings,
the U.S. Term Borrowers, the Escrow
Borrower, the Escrow Borrower Parent
(as defined below) and the
Administrative Agent, in form and
substance satisfactory to the
Administrative Agent, for the
benefit of the Escrow Term Lenders
and any applicable representative or
agent thereof (the “Escrow Secured
Parties”) until the Escrow Release
Date), (iii) cash as may be
necessary to pay accrued interest,
original issue discount, premiums,
fees and expenses in connection with
such Escrow Term Loans and (iv)
other incidental liabilities and
assets reasonably acceptable to the
Administrative Agent.
	 
	 	 
	Guarantees:

	 	          During the Escrow Period, the Escrow
Borrower’s obligations under the
Escrow Term Loans, including
obligations to pay any principal,
interest, fees and expenses payable
with respect to the Escrow Term
Loans (the “Escrow Term Loan
Obligations”), shall be guaranteed
by the Escrow Borrower Parent (as
defined below) on a senior secured
basis. Solely during the Escrow
Period, (a) neither the Escrow
Borrower nor the Escrow Borrower
Parent shall guarantee the Bank
Obligations and (b) the Escrow Term
Loan Obligations shall not be
guaranteed by Holdings or any Loan
Party.
	 
	 	 
	 

	 	          In furtherance of and without
limiting the foregoing, solely
during the Escrow Period and for
purposes of each Loan Document, (a)
the term “Bank Obligations” as
defined in the Second Amended and
Restated Credit Agreement shall be
deemed not to include the Escrow
Term Loan Obligations and (b) the
term “Bank Secured Parties” as
defined in the Second Amended and
Restated Credit Agreement shall not
include the Escrow Term Lenders,
each in its capacity as such.
	 
	 	 
	 

	 	          The Escrow Arrangement may provide
that the Wholly Owned Subsidiary of
Holdings that is the direct parent
entity of the Escrow Borrower and
organized under Delaware law (the
“Escrow Borrower Parent”) shall be
deemed not to be a “Subsidiary” as






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	 	defined in the Second Amended and
Restated Credit Agreement until the
Escrow Release Date, at which time
it will become a Subsidiary;
provided that (a) Holdings
designates such Person as the
“Escrow Borrower Parent” and (b) for
so long as such Person is the Escrow
Borrower Parent under the Escrow
Arrangement, such Person has no
liabilities or assets other than (i)
the Equity Interests of the Escrow
Borrower, (ii) the guarantee of the
Escrow Term Loan Obligations, (iii)
cash as may be necessary to pay
accrued interest, original issue
discount, premiums, fees and
expenses in connection with such
Escrow Term Loans and (iv) other
incidental liabilities and assets
reasonably acceptable to the
Administrative Agent.
	 
	 	 
	Security:

	 	           During the Escrow Period, the Escrow
Term Loans shall be secured in favor
of the Escrow Secured Parties only
by all of the assets of the Escrow
Borrower and the Escrow Borrower
Parent, including (a) a first
priority security interest in the
deposit account in which the cash
proceeds of the Escrow Term Loans
are held and (b) a first priority
pledge of 100% of the Equity
Interests of the Escrow Borrower
(together, the “Escrow Collateral”).
Solely during the Escrow Period,
(i) no other Liens (including Liens
securing the Bank Obligations) shall
be permitted to be placed on the
Escrow Collateral and (ii) the
Escrow Term Loan Obligations shall
not be secured by the Collateral
securing the Bank Obligations.
During the Escrow Period, the
security agreements and other
instruments and documents in respect
of the Escrow Collateral (the
“Escrow Security Documents”) shall
not be deemed to be “Security
Documents” or “Loan Documents” for
purposes of (A) the definition of
“Bank Obligations” in the Second
Amended and Restated Credit
Agreement and (B) the definition of
“Bank Secured Parties” in the Second
Amended and Restated Credit
Agreement.
	 
	 	 
	 

	 	          Effective solely during the Escrow
Period, for purposes of the Security
Documents, each of the Escrow
Borrower and the Escrow Borrower
Parent shall be deemed not to be a
Loan Party.
	 
	 	 
	Conditions to Funding:

	 	          In addition to the requirements set
forth in Section 7 of the Amendment
and Assumption Agreement, the
Administrative Agent shall have
received (a) a favorable written
opinion of Debevoise &






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	 	Plimpton LLP,
counsel for Holdings, the U.S. Term
Borrowers and the Escrow Borrower
and New Zealand counsel for the
Administrative Agent, in each case
covering such matters relating to
the Amendment and Assumption
Agreement and the Escrow Arrangement
as the Administrative Agent shall
reasonably request, (b) corporate
authorization with respect to
Holdings, the U.S. Term Borrowers,
the Escrow Borrower and the Escrow
Borrower Parent, (c) other
certificates and documentation with
respect to Holdings, the U.S. Term
Borrowers, the Escrow Borrower and
the Escrow Borrower Parent as the
Administrative Agent shall
reasonably request, (d) the Escrow
Security Documents shall have been
duly executed by the Escrow Borrower
and the Escrow Borrower Parent and
shall be in full force and effect on
the Escrow Term Loan Funding Date,
and the Escrow Secured Parties, or a
representative on behalf of the
Escrow Secured Parties, shall have a
security interest in the Escrow
Collateral of the type and the
priority described in each Escrow
Security Document and (e) the
Administrative Agent shall have
received a Perfection Certificate
with respect to the Escrow Borrower
and the Escrow Borrower Parent dated
the Escrow Term Loan Funding Date
and duly executed by a Responsible
Officer of the Escrow Borrower and
the Escrow Borrower Parent, and
shall have received the results of a
search of the Uniform Commercial
Code filings (or equivalent filings)
made with respect to the Escrow
Borrower and the Escrow Borrower
Parent in the states of formation of
such Persons and in such other
locations as the Administrative
Agent may reasonably request, in
each case as indicated on such
Perfection Certificate, together
with copies of the financing
statements (or similar documents)
disclosed by such search, and
accompanied by evidence satisfactory
to the Administrative Agent that the
Liens indicated in any such
financing statement (or similar
document) would be permitted under
the Escrow Security Documents or
have been or will be
contemporaneously released or
terminated. Holdings and the U.S.
Term Borrowers request such counsel
to deliver the opinions described in
clause (a) of this paragraph.
	 
	 	 
	Conditions to Release:

	 	          The conditions to the release of the
proceeds of the Escrow Term Loans
from escrow shall be as set forth in
Section 4 of the Amendment and Assumption Agreement.






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	Mandatory Prepayments:

	 	          Effective solely during the Escrow
Period, if the conditions to release
are not met on or prior to the
earlier of (a) the termination or
expiration of the Merger Agreement
and (b) March 20, 2012, the Escrow
Term Loans shall be prepaid in full,
at par, on the Escrow Termination
Date, together with all accrued
interest thereon and other amounts
payable in connection therewith.
	 
	 	 
	Voluntary Prepayments:

	 	          During the Escrow Period, the Escrow
Term Loans may be prepaid in whole
or in part, at par, together with
all accrued interest thereon and
other amounts payable in connection
therewith.







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