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 LOAN 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 LOAN 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 ANY LOAN 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 LOAN DOCUMENT TO AN AUSTRIAN


ADDRESSEE.





This Acknowledgment Agreement (Convenio de Reconocimiento) is entered into on this 14 th day of


February, 2014 (the “ Agreement ”), 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., Closure


Systems Mexico Holdings LLC, Reynolds Packaging International B.V., Pactiv Foodservice


México, S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar,


S.A. de C.V. and Servicio Terrestre Jaguar, S.A. de C.V., as pledgors under the Pledge Agreements


(as defined below), 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 under the Pledge Agreements,


in accordance with the following Recitals, Representations and Warranties and Clauses. Terms used


in this Agreement and not otherwise defined herein shall have the meaning set forth in the Pledge


Agreements.





Recitals





I.  First Pledge Agreement. On January 29, 2010, 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 Pledgee entered into an equity


interests pledge agreement (as amended, extended, restructured, renewed, novated, supplemented,


restated, refunded, replaced or modified from time to time, the “ First Pledge Agreement ”).





II.  Second Pledge Agreement. On September 1, 2010, Closure Systems International


B.V. and Reynolds Packaging International B.V., among others, as pledgors, and The Bank of New


York Mellon, as pledgee, entered into a partnership interests pledge agreement (as amended,


extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified


from time to time, the “ Second Pledge Agreement ”).





III.  Third Pledge Agreement. On April 19, 2011, Grupo CSI de México, S. de R.L. de


C.V., Pactiv Foodservice México, S. de R.L. de C.V. (formerly known as 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 CSI en Saltillo, S. de R.L. de C.V., among others, as


pledgors, and The Bank of New York Mellon, as pledgee, entered into an equity interests pledge











agreement (as amended, extended, restructured, renewed, novated, supplemented, restated,


refunded, replaced or modified from time to time, the “ Third Pledge Agreement ”).





IV.  Fourth Pledge Agreement. On January 15, 2014, Closure Systems International


B.V., as pledgor, and The Bank of New York Mellon, as pledgee, entered into a partnership interest


pledge agreement (as amended, extended, restructured, renewed, novated, supplemented, restated,


refunded, replaced or modified from time to time, the “ Fourth Pledge Agreement ”, and together


with the First Pledge Agreement, the Second Pledge Agreement and the Third Pledge Agreement,


the “Pledge Agreements”).





V.  Amendment No. 8 and Incremental Assumption Agreement. On November 27,


2013, Reynolds Group Holdings Inc., Pactiv LLC, Reynolds Consumer Products Holdings LLC,


Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria


Holding GmbH, Closure Systems International B.V., Evergreen Packaging Inc., Reynolds


Consumer Products Inc., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Reynolds Group


Holdings Limited, the Guarantors from time to time party thereto (as defined therein), the Lenders


from time to time party thereto (as defined therein) and the Administrative Agent (as defined


therein) entered into the Amendment No. 8 and Incremental Term Loan Assumption Agreement


(the “Amendment No. 8”) related to the Third Amended and Restated Credit Agreement dated as of


September 28, 2012 (as amended, extended, restructured, renewed, novated, supplemented, restated,


refunded, replaced or modified from time to time, the “ Third Amended and Restated Credit


Agreement”), pursuant to which the Credit Agreement was amended.





VI.  Loan Modification Agreement. On December 27, 2013, Reynolds Group Holdings


Inc., Pactiv LLC, Reynolds Consumer Products Holdings LLC, Closure Systems International


Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems


International B.V., Evergreen Packaging Inc., Reynolds Consumer Products Inc., Beverage


Packaging Holdings (Luxembourg) III S.à r.l., Reynolds Group Holdings Limited, the Guarantors


from time to time party thereto (as defined therein), the Lenders from time to time party thereto (as


defined therein) and the Administrative Agent (as defined therein) entered into the Loan


Modification Agreement (the “Loan Modification Agreement”) related to the Third Amended and


Restated Credit Agreement, as amended by Amendment No. 8, pursuant to which the Credit


Agreement was amended.





Representations and Warranties





I.  Each of the Pledgors hereby represents and warrants, with respect to itself, through its legal


representative, that on the date hereof:





(a)  the individual executing this Agreement in the name and on behalf of such Pledgor


has sufficient power and authority, as well as the necessary authority (corporate,


organizational or otherwise) to validly execute and deliver this Agreement on its


behalf and to validly bind such Pledgor under the terms herein, and in the case of





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Servicio Terrestre Jaguar, S.A. de C.V., Grupo CSI de Mexico, S. de R.L. de C.V.,


CSI en Saltillo, S. de R.L. de C.V., Pactiv Foodservice Mexico, S. de R.L. de C.V.,


Grupo Corporativo Jaguar, S.A. de C.V., and Servicios Industriales Jaguar, S.A. de


C.V., as respectively evidenced in public deed numbers 41,172, 41,173, 41,174,


41,177, 41,178 and 41,179, all dated January 29, 2014, granted in the notarial


record of Jose Luis Villavicencio Castañeda, Notary Public number 218 for Mexico


City, Federal District, and that such powers, authority and corporate or other


authorizations have not been revoked, modified or limited in any manner.





NOW, THEREFORE, based on the Recitals and Representations and Warranties contained herein,


the parties hereto agree as follows:





Clauses





First.- Acknowledgment . Each Pledgor (a) confirms and agrees that the Pledge Agreements, as


applicable, and the Security Interest created by each thereunder continue to be in full force and


effect subject to the Legal Reservations (as such term is defined in the Third Amended and Restated


Credit Agreement), and (b) acknowledges and agrees that (i) the Amendment No. 8 and the Loan


Modification Agreement each constitutes a Loan Document, and (ii) the obligations of the Loan


Parties under the Amendment No. 8, the Loan Modification Agreement and the Third Amended and


Restated Credit Agreement, as amended by the Amendment No. 8 and the Loan Modification


Agreement, constitute Secured Obligations under the Pledge Agreements.





Second.- No Novation . The parties hereby expressly agree that this Agreement shall not extinguish


the obligations for the payment of money outstanding under any Loan Document or discharge or


release the priority of any Loan Document or any other security therefor. Nothing herein shall be


construed as a substitution or novation of the Secured Obligations, 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 any Secured Obligation. Each Pledge


Agreement shall remain in full force and effect notwithstanding the execution and delivery of this


Agreement.





The parties agree that this Agreement shall be deemed a “Security Document” for the


purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and


that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set


forth in the First Lien Intercreditor Agreement are hereby incorporated by reference and are part of


this Agreement.





Third.- Entire Agreement . The parties hereby expressly agree that this Agreement is and shall be


deemed a part of each Pledge Agreement and, for such reason, all references made in or with


respect to each Pledge Agreement, shall include this Agreement.














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Fourth.- Jurisdiction, Governing Law . For all matters relating to the interpretation and fulfillment of


this Agreement, the parties hereto expressly and irrevocably submit to the applicable laws of


Mexico, and to the jurisdiction of the competent courts sitting in Mexico, Federal District, Mexico,


in connection with any action or current proceeding, or related with this Agreement, and the parties


hereby expressly and irrevocably waive their rights to any other jurisdiction to which they may be


entitled to by reason of their present or any future domiciles, or for any other reason.





Fifth.- Language . This Agreement is entered into in both the Spanish and English languages;


provided that, in the case of any judicial procedure before a Mexican court, the Spanish version


shall govern for all purposes.





[ Signature page continues ]
































































































































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