EXECUTION VERSION




















Accession Agreement








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 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 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 as of June 30 , 2014





BY the subsidiary of Reynolds Group Holdings Limited party hereto (the " Acceding Party ")





AND IS SUPPLEMENTAL to an intercreditor agreement (the " Intercreditor Agreement ")  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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|1. | Words and expressions defined in the Intercreditor Agreement shall bear the same meaning herein.




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|2. | The Acceding Party confirms 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 terms of the Intercreditor Agreement as Subordinated Guarantors.




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|4. | The Acceding Party shall accede to the Intercreditor Agreement in accordance with the terms thereof.




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|5. | This Agreement and any non-contractual obligations arising out of or in connection with this Agreement are governed by, and shall be construed in accordance with, English law.




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







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