exv4w6w13






EXHIBIT 4.6.13



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





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



W I T N E S S E T H :



          WHEREAS RGHL US ESCROW II LLC, a Delaware limited liability company (the “US LLC Escrow
Issuer”), and RGHL US ESCROW II INC., a Delaware Corporation (the “US Corporate Escrow Issuer” and,
together with the US LLC Escrow Issuer, the “Escrow Issuers”), have heretofore executed and
delivered to the Trustee an indenture (the “Senior Secured Notes Indenture”) dated as of August 9,
2011, in respect of the issuance of an aggregate principal amount of $1,500,000,000 of 7.875%
Senior Secured Notes due 2019 (the “Senior Secured Notes”);




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





 









 








          WHEREAS immediately after the execution of this Senior Secured Notes Supplemental Indenture,
the proceeds of the issuance of the Senior Secured Notes will be released from the Escrow Accounts
pursuant to Section 5(a) of the Escrow Agreement (the “Escrow Release”);




          WHEREAS pursuant to Section 4.23 of the Senior Secured Notes Indenture, as conditions to the
Escrow Release, (i) the Ultimate Issuers are required to execute and deliver this Senior Secured
Notes Supplemental Indenture and to assume all of the obligations of the Escrow Issuers under the
Senior Secured Notes and the Senior Secured Notes Indenture and to succeed the Escrow Issuers as
the “Issuers” under the Senior Secured Notes Indenture and (ii) the Senior Secured Note Guarantors
are required to execute and deliver this Senior Secured Notes Supplemental Indenture, to, jointly
and severally with all other Senior Secured Note Guarantors, unconditionally guarantee the
obligations of the Issuers under the Senior Secured Notes and the Senior Secured Notes Indenture on
the terms and subject to the conditions set forth in Article X of the Senior Secured Notes
Indenture and to be bound by all other applicable provisions of the Senior Secured Notes Indenture;




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




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




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




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




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




          3. Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental
Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the
Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. Following the date
hereof, all of the covenants set forth in Article IV of the Senior Secured Notes Indenture shall be
deemed to have been applicable to the Ultimate Issuers, the Senior Secured Note Guarantors, BP






 









 







I, BP II and the applicable Restricted Subsidiaries beginning as of the Issue Date as if the
Ultimate Issuers, the Senior Secured Note Guarantors and the applicable Restricted Subsidiaries had
been parties thereto on such date, and any action or inaction taken by the Ultimate Issuers, the
Senior Secured Note Guarantors, BP I, BP II or the applicable Restricted Subsidiaries after the
Issue Date and prior to the date hereof prohibited by the Senior Secured Notes Indenture, shall be
deemed a Default by the Ultimate Issuers, the Senior Secured Note Guarantors or the applicable
Restricted Subsidiaries, as applicable, under the Senior Secured Notes Indenture as of the date
hereof. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured
Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter
authenticated and delivered shall be bound hereby. The Senior Secured Note Guarantors hereby agree
to (i) be bound by and become a party to, as if originally named Senior Secured Note Guarantors
therein, the First Lien Intercreditor Agreement and (ii) be bound by and become a party to the 2007
UK Intercreditor Agreement, as if originally named Obligors therein, by executing and delivering
accession deeds to such 2007 UK Intercreditor Agreement in form and substance reasonably
satisfactory to the Security Trustee thereunder (except to the extent any such Senior Secured Note
Guarantor is bound by and a party thereunder prior to the date hereof).




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




          5. Trustee, Original Collateral Agent and Additional Collateral Agent Make No
Representations. The Trustee, Original Collateral Agent and Additional Collateral Agent make
no representations as to the validity or sufficiency of this Senior Secured Notes Supplemental
Indenture.




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




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




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




          9. No Recourse Against Others. No (i) director, officer, employee, manager,
incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or
indirect parent corporation or (ii) director, officer, employee or manager of a Senior Secured Note
Guarantor, will have any liability for any obligations of the Ultimate Issuers under the Senior
Secured Notes, this Senior Secured Notes Supplemental Indenture, the Senior Secured Notes Indenture
or for any claim based on, in respect of, or by reason of, such obligations or their creation;
provided, however, the foregoing shall not in any manner affect the liability of a Senior






 









 







Secured Note Guarantor with respect to its Senior Secured Note Guarantee. Each holder of
Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Senior Secured Notes. The
waiver may not be effective to waive liabilities under the federal securities laws.




          10. Indemnity. (a) The Ultimate Issuers, BP I and the Senior Secured Note Guarantors
executing this Senior Secured Notes Supplemental Indenture, subject to Section 10.08 of the Senior
Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which
in each case, for purposes of this Section, shall include its officers, directors, employees,
agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense
(including properly incurred attorneys’ fees and expenses) incurred by or in connection with the
acceptance or administration of this trust and the performance of its duties hereunder, including
the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture or a Senior
Secured Note Guarantee provided herein against the Ultimate Issuers, BP I or a Senior Secured Note
Guarantor (including this Section) and defending itself against or investigating any claim (whether
(i) asserted by the Ultimate Issuers, BP I, any Senior Secured Note Guarantor, any Holder or any
other Person or (ii) with respect to any action taken by the Trustee under the 2007 Intercreditor
Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement or any
other agreement referenced herein). The obligation to pay such amounts shall survive the payment
in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or
the applicable Agent. The Trustee or the applicable Agent shall notify the Ultimate Issuers of any
claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided,
however, that any failure so to notify the Ultimate Issuers shall not relieve any of the Ultimate
Issuers, BP I or the Senior Secured Note Guarantors executing this Senior Secured Notes
Supplemental Indenture of its indemnity obligations hereunder. The Ultimate Issuers shall defend
the claim and the indemnified party shall provide reasonable cooperation at the Ultimate Issuers’
expense in the defense. Such indemnified parties may have separate counsel and the Ultimate
Issuers, BP I and the Senior Secured Note Guarantors, as applicable, shall pay the fees and
expenses of such counsel. The Ultimate Issuers need not reimburse any expense or indemnify against
any loss, liability or expense incurred by an indemnified party solely through such party’s own
willful misconduct, negligence or bad faith.




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




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




          12. Severability. In case any one or more of the provisions contained in this Senior
Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or






 









 







unenforceability shall not affect any other provisions of this Senior Secured Notes
Supplemental Indenture or the Senior Secured Notes.




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



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



Suite 2502

Level 25 Citigroup Centre

2 Park Street

Sydney 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz



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



The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com



If to the Additional Collateral Agent:



Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Paul Barton




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







 









 








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




	 	 	 	 	 
	 	REYNOLDS GROUP ISSUER LLC

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

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

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



 









 






	 	 	 	 	 



	 	 	 

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






	 	 	 

	/s/ Karen Mower

	 	/s/ Cindi Lefari
	 

	 	 
	Witness

	 	Attorney
	 
	 	 
	Karen Mower

	 	Cindi Lefari
	 

	 	 
	Name of Witness

	 	Name of Attorney






 









 






	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA

 	 
	 	by  	/s/ Guilherme Rodrigues Miranda
 	 
	 	 	Name:  	Guilherme Rodrigues Miranda 	 
	 	 	Title:  	Manager 	 
	 
	 	SIG BEVERAGES BRASIL LTDA.

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

 	 
	 	by  	/s/ Ricardo Lança Rodriguez
 	 
	 	 	Name:  	Ricardo Lança Rodriguez 	 
	 	 	Title:  	Manager 	 
	 
	 	 	 
	 	by  	

/s/ Antonio Luiz Tafner Ferreira
 	 
	 	 	Name:  	Antonio Luiz Tafner Ferreira 	 
	 	 	Title:  	Manager 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CSI LATIN AMERICAN HOLDINGS CORPORATION

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	EVERGREEN PACKAGING CANADA LIMITED

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

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

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

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

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CSI CLOSURE SYSTEMS  MANUFACTURING DE

CENTRO AMERICA SOCIEDAD DE

RESPONSABILIDAD LIMITADA

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH

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

(GERMANY) GMBH

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

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

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIG COMBIBLOC SYSTEMS GMBH

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

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

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

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIG INFORMATION TECHNOLOGY GMBH

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

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

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

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



 









 






	 	 	 	 	 




     SIG Euro Holding AG & CO. KGaA



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



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




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



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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIG VIETNAM BETEILIGUNGS GMBH

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PACTIV HAMBURG HOLDINGS GMBH

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIG ASSET HOLDINGS LIMITED

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL 

(HONG KONG) LIMITED

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

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

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CSI HUNGARY KFT.

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

(HUNGARY) KFT.

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




 











 





	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL

HOLDINGS (JAPAN) KK

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

LIMITED

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

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

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

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



 









 






	 	 	 	 	 



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

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

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

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

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

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

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



 









 






	 	 	 	 	 



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

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

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

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

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

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



 









 






	 	 	 	 	 



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

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

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

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.

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

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

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

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	REYNOLDS GROUP HOLDINGS LIMITED

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



	 	 	 	 	 
	 	Witnessed by:

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



	 	 	 	 	 
	 	WHAKATANE MILL LIMITED

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



	 	 	 	 	 
	 	Witnessed by:

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIG COMBIBLOC GROUP AG

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

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

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

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

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

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIG REINAG AG

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIG COMBIBLOC LTD.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIG HOLDINGS (UK) LIMITED

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

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

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

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

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

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	KAMA EUROPE LIMITED

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

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

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

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BAKERS CHOICE PRODUCTS, INC.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL INC.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	CLOSURE SYSTEMS MEXICO HOLDINGS LLC

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	CSI MEXICO LLC

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	CSI SALES & TECHNICAL SERVICES INC.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President & Assistant   Secretary 	 
	 
	 	REYNOLDS CONSUMER PRODUCTS, INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	REYNOLDS FOIL INC.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	CLOSURES SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.

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

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	SIG HOLDING USA, INC.

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

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

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




 











 





	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.

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



	 	 	 	 	 
	 	REYNOLDS GROUP HOLDINGS INC.

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



	 	 	 	 	 
	 	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.

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



	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.

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



	 	 	 	 	 
	 	EVERGREEN PACKAGING INC.

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



	 	 	 	 	 
	 	EVERGREEN PACKAGING USA INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	EVERGREEN PACKAGING INTERNATIONAL (US) INC.

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



	 	 	 	 	 
	 	BLUE RIDGE HOLDING CORP.

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



	 	 	 	 	 
	 	BRPP, LLC 

 	 
	 	By:  	BLUE RIDGE PAPER PRODUCTS INC., 
its Sole Member and Manager
 	 
	 	 	 
	 	by  	      /s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	BLUE RIDGE PAPER PRODUCTS INC.

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



	 	 	 	 	 
	 	REYNOLDS PACKAGING INC.

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



	 	 	 	 	 
	 	REYNOLDS FLEXIBLE PACKAGING INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	REYNOLDS FOOD PACKAGING LLC

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



	 	 	 	 	 
	 	REYNOLDS PACKAGING KAMA INC.

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



	 	 	 	 	 
	 	REYNOLDS PACKAGING LLC

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



	 	 	 	 	 
	 	ULTRA PAC, INC.

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



	 	 	 	 	 
	 	NEWSPRING INDUSTRIAL CORP.

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



	 	 	 	 	 
	 	PACTIV CORPORATION

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PACTIV FACTORING LLC

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



	 	 	 	 	 
	 	PACTIV GERMANY HOLDINGS, INC.

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



	 	 	 	 	 
	 	PACTIV INTERNATIONAL HOLDINGS INC.

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



	 	 	 	 	 
	 	PACTIV MANAGEMENT COMPANY LLC

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



	 	 	 	 	 
	 	PACTIV RETIREMENT ADMINISTRATION LLC

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



	 	 	 	 	 
	 	PACTIV RSA LLC

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PCA WEST INC.

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



	 	 	 	 	 
	 	PWP INDUSTRIES, INC.

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



	 	 	 	 	 
	 	PWP HOLDINGS, INC.

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



	 	 	 	 	 
	 	PRAIRIE PACKAGING, INC.

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



	 	 	 	 	 
	 	DOPACO, INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BUCEPHALAS ACQUISITION CORP.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee,

Principal Paying Agent, Transfer Agent,

Registrar and Original Collateral Agent

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON) LIMITED,

as Additional Collateral Agent

 	 
	 	by  	/s/ Paul Barton
 	 
	 	 	Name:  	Paul Barton 	 
	 	 	Title:  	Relationship Manager