Accession Deed








The taking of this document or any certified copy of it or any 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 any Finance 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 any Finance Docu ment 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 any Finance 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 any Finance Document to an Austrian addressee .





This agreement is made by way of deed on D ece mber 18 , , 2014.





BY the subsidiary of Reynolds Group Holdings Limited listed on Schedule I hereto, (the J\cceding Party");





AND  IS SUPPLEMENTAL to an English  Jaw governed  intercreditor  agreement  (the 'Intercreditor Agreement")  dated 11 May 2007 as amended  and/or restated  on 21 June 2007, 29 June 2007, 5 November 2009 and 5 November 2010 and made between, among others, Reynolds Group Holdings Limited (fom1erly Rank Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG, as administrative agent, Credit Suisse AG, as senior issuing bank, The Bank of New York Mellon, as collateral agent, senior secured notes trustee and high yield noteholders trustee and Credi t Suisse AG, as security trustee .





IT IS AGREED as follows:





I .    Words and expressions defined in the Intercreditor Agreement shall bear the same meaning herein .





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|2. | The Acceding Party confinns it has been supplied with a copy of the Intercreditor Agreement.




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|3. | The Acceding  Party covenants with  the Parties to be bound by the tem1s of the Intercreditor Agreement as a Subordinated Guarantor and an Obl iger.




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|4. | The  Acceding  Paity  shall  accede  totheIntercreditor  Agreement  in  accordance  with  the  terms thereof.




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|5. | This agreement  and all non contractual  obligations  arising from  or in connection  with  it shall be governed by, and constmed in accordance with, English law.




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IN WITNESS whereof this agreement has been duly executed and delivered as a deed on the day and year first above written by the Acceding Party .











SCHEDULE I





Subsidiaries of Reynolds Group Holdings Limited





Entitv NameRegistered Office AddressI.Pactiv-Omni Germany Holdings GmbHRegistered with the commercial register of the local court Frankfurt am Main, under HR B 99770 with its registered seat in Frankfurt am Main and registered at Friedensalle 25, 22765 Hamburg





























































































































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