Accession Agreement





The taking of this document or any certified copy of it or any document which constitute s substitute documentation for it , or any document which includes written confirmations or references to it, into Au s tria as well as printing out any e-mail communication which refers to any Finance Document in Austri a or sending any e-mail communication  to which a pdf scan of this document  is attached  to an Austrian add ressee or sending any e-mail communication carrying an electronic or digital signature which refer s to any Finance Document to an Austrian addressee may cause the imposition of Austrian stamp duty . Accordingly, keep the original docu ment as wel l 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 A ustria 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 as of Decem  ber 1 & 2014





BY the subsidiary of Reynolds Group Holdings Limited party hereto (the ')\cceding Party")





AND IS SUPPLEMENTAL to an intercreditor agreement (the '1ntercreditor Agreemenf ') dated November 15, 2013, and made between, among others, Credit Suisse AG as administrative agent and The Bank of New York Mellon as high-yield noteholders trustee.





IT IS AGREED as follows:





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|I. | Words  andexpressionsdefined111theJntercreditorAgreement  shall  bear  the  same meaningherein.




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|2. | .The  Acceding  Party  confirmsithasbeensupplied  with  a  copy  of  thelntercreditorAgreement.




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|3. | The  AccedingPartycovenants  with   the  Partiestobe  boundby   the  te1msofthe IntercreditorAgreement  as SubordinatedGuarantors.




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|4. | .The AccedingPa rtyshall accedetotheIntercreditorAgreementinaccordance with  the terms thereof.




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|5. | ThisAgreement  andany non-contractualobligations  arising out of orinconnection with this Agreement are governed by, and shallbe construed inaccordance with, Englishlaw.




[signature pages follow]























IN WITNESS whereof this Agreement has been duly executed by the parties hereto the day and year first above written.