Pactiv Evergreen (PTVE) 20-F 2014 FY Annual report (foreign)

EXECUTION VERSION

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 email communication which refers to this document in Austria or sending any email communication to which a PDF scan of this document is attached to an Austrian addressee or sending any email 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 email communication which refers to this document in Austria or sending any email communication to which a PDF scan of this document is attached to an Austrian addressee or sending any email communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

REAFFIRMATION AGREEMENT, dated as of February 14th, 2014 (this “Agreement”), among (a) Reynolds Group Holdings Limited (“Holdings”), (b) the Grantors listed on Schedule A hereto (the “Reaffirming Parties”), (c) Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement (as defined below), (d) The Bank of New York Mellon, as trustee under the September 2012 Senior Secured Notes Indenture (as defined below) (in such capacity, the “September 2012 Trustee”), (e) The Bank of New York Mellon, as trustee under the August 2011 Senior Secured Notes Indenture (as defined below) (in such capacity, the “August 2011Trustee”), (f) The Bank of New York Mellon, as trustee under the February 2011 Senior Secured Notes Indenture (as defined below) (in such capacity, the “February 2011 Trustee”), (g) The Bank of New York Mellon, as trustee under the October 2010 Senior Secured Notes Indenture (as defined below) (in such capacity, the “October 2010 Trustee”), and (h) The Bank of New York Mellon as collateral agent (the “Collateral Agent”) and Wilmington Trust (London) Limited as a collateral agent (the “Additional Collateral Agent”) (together, the Collateral Agent and the Additional Collateral Agent are referred to as the “Collateral Agents”) under the First Lien Intercreditor Agreement (as defined below).

A. The Administrative Agent, the Collateral Agents and the Reaffirming

Parties, among others, entered into the First Lien Intercreditor Agreement dated as of November 5, 2009, as amended by Amendment No. 1 and Joinder Agreement dated as of January 21, 2010 (the “First Lien Intercreditor Agreement”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the First Lien Intercreditor Agreement and the Credit Agreement (as defined below), as applicable.

B. Pursuant to the Loan Modification Agreement dated as of December 27,

2013 (the “Loan Modification Agreement”), related to the Third Amended and Restated Credit Agreement dated as of September 28, 2012, among Holdings, the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), certain Borrowers and the Revolving Credit Lenders party thereto agreed to extend the maturity of, and make certain modifications to the terms of, the Revolving Credit

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Commitments of such Revolving Credit Lenders (the “Extended Revolving Credit Commitments”).

C. Pursuant to the Amendment No. 8 and Incremental Term Loan

Assumption Agreement dated as of November 27, 2013 (“Amendment No. 8”), related to the Credit Agreement, certain Borrowers borrowed the New Incremental Term Loans (as defined in Amendment No. 8).

D. Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer Inc.

and Reynolds Group Issuer LLC (collectively, the “Issuers”) (as successors to the Escrow Issuers (as defined in the October 2010 Senior Secured Notes Indenture)), the Collateral Agents, the October 2010 Trustee and The Bank of New York Mellon, London Branch, as paying agent, among others, entered into an indenture, dated as of October 15, 2010 (as amended or supplemented prior to the date hereof, the “October 2010 Senior Secured Notes Indenture”), pursuant to which the Issuers issued certain debt securities. On November 16, 2010, in connection with such issuance, the October 2010 Trustee became a party to the First Lien Intercreditor Agreement pursuant to Section 5.02(c) thereof.

E. The Issuers, the Collateral Agents, the February 2011 Trustee and The

Bank of New York Mellon, London Branch, as paying agent, among others, entered into an indenture, dated as of February 1, 2011 (as amended or supplemented prior to the date hereof, the “February 2011 Senior Secured Notes Indenture”), pursuant to which the Issuers issued certain debt securities. On February 1, 2011, in connection with such issuance, the February 2011 Trustee became a party to the First Lien Intercreditor Agreement pursuant to

Section 5.02(c) thereof.

F. The Issuers (as successors to the Escrow Issuers (as defined in the August

2011 Senior Secured Notes Indenture)), the Collateral Agents, the August 2011 Trustee and The Bank of New York Mellon, London Branch, as paying agent, among others, entered into an indenture, dated as of August 9, 2011 (as amended or supplemented prior to the date hereof, the “August 2011 Senior Secured Notes Indenture”), pursuant to which the Issuers issued certain debt securities. On September 8, 2011, in connection with such issuance, the August 2011 Trustee became a party to the First Lien Intercreditor Agreement pursuant to Section 5.02(c) thereof.

G. The Issuers, the Collateral Agents, the September 2012 Trustee and The

Bank of New York Mellon, London Branch, as paying agent, among others, have entered into an indenture, dated as of September 28, 2012 (the “September 2012 Senior Secured NotesIndenture”), pursuant to which the Issuers issued certain debt securities. On September 28, 2012, in connection with such issuance, the September 2012 Trustee became a party to the First Lien Intercreditor Agreement pursuant to Section 5.02(c) thereof.

H. Certain of the Reaffirming Parties are party to one or more of the

Reaffirmed Security Documents (as defined below).

I. Each Reaffirming Party expects to realize, or has realized, direct and

indirect benefits as a result of the funding of the New Incremental Term Loans, the extension of

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the maturity and modification of the terms of the Revolving Credit Commitments, and the consummation of the transactions contemplated by Amendment No. 8 and the Loan Modification Agreement.

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Reaffirmation

SECTION 1.01. Reaffirmation. (a) Each Reaffirming Party (i) agrees that, notwithstanding the borrowing of the New Incremental Term Loans, the extension of the maturity and modifications of the terms of the Revolving Credit Commitments and the consummation of the transactions contemplated by Amendment No. 8 and the Loan Modification Agreement, each of the Security Documents (as each may have been amended, modified and/or confirmed on or prior to the date hereof) set forth on Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to (A) the New Incremental Term Loans, which are, as of November 27, 2013, considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement and (B) the Extended Revolving Credit Commitments and the extensions of credit under the Credit Agreement, which continue to be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement.

(b)Each Reaffirming Party hereby (i) ratifies and affirms Amendment No. 8, the Loan Modification Agreement and, in each case, the transactions contemplated thereby,

(ai)agrees that, notwithstanding the effectiveness of Amendment No. 8 and the Loan Modification Agreement, its guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force and effect, (iii) confirms its guarantee of the Bank Obligations (with respect to itself) as provided in the Loan Documents (including any limitations expressly set forth therein as may be amended and/or modified from time to time) and (iv) acknowledges that such guarantee (including any limitations thereto expressly set forth in the relevant Loan Document, including Schedule 10.03 of the Credit Agreement mutatis mutandis and in any Guarantor Joinder to the Credit Agreement) continues in full force and effect in respect of the Bank Obligations under the Credit Agreement and the other Loan Documents, including the New Incremental Term Loans, the Extended Revolving Credit Commitments and the extensions of credit under the Credit Agreement.

(c)Each of the Reaffirming Parties hereby confirms and agrees that, with respect to any Reaffirmed Security Document to which it is a party, the obligations under the New Incremental Term Loans, the Extended Revolving Credit Commitments and the

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extensions of credit under the Credit Agreement constitute “Obligations” or “Secured Liabilities” or words of similar import as set forth across from and described under the applicable Reaffirmed Security Documents listed in Schedule B (subject to certain exceptions in respect of the documentation listed in Schedule B that is governed by the laws of Quebec and Germany).

(d)Each of the Reaffirming Parties hereby agrees that the Parallel Debt, if any, of such Reaffirming Party created under the First Lien Intercreditor Agreement or under any Guarantor Joinder in effect prior to the date hereof shall continue to be in full force and effect and shall accrue to the benefit of each Collateral Agent (for the benefit of the Secured Parties (as defined in the First Lien Intercreditor Agreement)) and shall continue to apply, as applicable, in relation to all Obligations following the funding of the New Incremental Term Loans and the extension of the maturity and modification of the terms of the Revolving Credit Commitments.

(e)With respect to this Section 1.01, SIG Combibloc (Schweiz) AG (which, as opposed to the other Reaffirming Parties organized under the laws of Switzerland, is not a party to any of the Reaffirmed Security Documents) consents and agrees solely to Sections 1.01(a)(iii) (as it relates to the First Lien Intercreditor Agreement), 1.01(b) and 1.01(d) herein.

ARTICLE II

Representations and Warranties

SECTION 2.01. Organization; Powers. Each Reaffirming Party hereby represents and warrants as of the date hereof that such Reaffirming Party (a) is duly organized, validly existing and in good standing (or where applicable the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization, except where the failure to be in good standing could not reasonably be expected to result in a Material Adverse Effect and

(b) has the power and authority to execute, deliver and perform its obligations under this Agreement.

SECTION 2.02. Authorization. Each Reaffirming Party hereby represents and warrants as of the date hereof that the entry by such Reaffirming Party into this Agreement has been duly authorized by all requisite corporate and/or partnership and, if required, stockholder, works council and partner action.

SECTION 2.03. Enforceability. Each Reaffirming Party hereby represents and warrants as of the date hereof that this Agreement has been duly executed and delivered by such Reaffirming Party and, subject to the Legal Reservations, constitutes a legal, valid and binding obligation of such Reaffirming Party enforceable against such Reaffirming Party in accordance with its terms.

SECTION 2.04. Grantors. Holdings hereby represents and warrants as of the date hereof that each Reaffirming Party and the Grantors listed on Schedule C (which are not

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signatories hereto) hereto constitute all of the Grantors under the Credit Agreement and the First Lien Intercreditor Agreement existing immediately prior to the date hereof.

ARTICLE III

Miscellaneous

SECTION 3.01. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the First Lien Intercreditor Agreement; provided that all communications and notices to Wilmington Trust (London) Limited hereunder shall be given to it at the address set forth below, or to such other address as Wilmington Trust (London) Limited may hereafter specify.

Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Elaine Lockhart and Paul Barton

SECTION 3.02. Loan Document. This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms of the Credit Agreement as applicable.

SECTION 3.03. Effectiveness; Counterparts. This Agreement shall become effective on the date when copies hereof, which when taken together bear the signatures of each Reaffirming Party, the Collateral Agents, the Administrative Agent, the September 2012 Trustee, the August 2011 Trustee, the February 2011 Trustee and the October 2010 Trustee, shall have been received by each of the Collateral Agents, the Administrative Agent, the September 2012 Trustee, the August 2011 Trustee, the February 2011 Trustee and the October 2010 Trustee. This Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic imaging means of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

SECTION 3.04. No Novation. This Agreement shall not extinguish the obligations for the payment of money outstanding under any Credit Document or discharge or release the priority of any Credit Document or any other security therefor. Nothing herein shall be construed as a substitution or novation of the obligations outstanding under any Credit Document or instruments securing the same, 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 Holdings, any Borrower, any Issuer or any other Grantor under any Credit Document from any of its obligations and liabilities thereunder. Each of the Credit Documents shall remain in full force and effect notwithstanding the execution and delivery of this Agreement.

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SECTION 3.05. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 3.06. Austrian Stamp Duty, Etc. The parties hereto agree that the provisions of Sections 9.19 (Place of Performance) and 9.20 (Austrian Stamp Duty) of the Credit Agreement (and, if the Credit Agreement is no longer in existence, an equivalent clause in any Additional Agreement) and the provisions of Sections 5.15 (Place of Performance) and 5.16 (Austrian Stamp Duty) of the First Lien Intercreditor Agreement (and, if the First Lien Intercreditor Agreement is no longer in existence, an equivalent clause in any Intercreditor Arrangements) shall apply to this Agreement as if incorporated herein mutatis mutandis.

SECTION 3.07. No Other Supplement; Confirmation. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Secured Parties under any Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in any Credit Document, all of which shall continue in full force and effect.

SECTION 3.08. Rights of the Collateral Agents. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the Reaffirmed Security Documents and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein.

SECTION 3.09. Language. The parties hereto confirm that they have expressly requested that this Agreement and all related documents be drafted in English. Les parties auxprésentes confirment avoir expressément demandé que la présente convention et tous les documents s'y rapportant soient rédigés en anglais.

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		SCHEDULE A
		TO REAFFIRMATION AGREEMENT
	List of the Reaffirming Parties
JURISDICTION		ENTITY
AUSTRIA	1.	SIG Austria Holding GmbH
	2.	SIG Combibloc GmbH
	3.	SIG Combibloc GmbH & Co. KG
BRAZIL	4.	Closure Systems International (Brazil) Sistemas de Vedação
		Ltda.
	5.	SIG Beverages Brasil Ltda
	6.	SIG Combibloc do Brasil Ltda
CANADA	7.	Evergreen Packaging Canada Limited
	8.	Pactiv Canada Inc.
GERMANY	9.	Omni-Pac Ekco GmbH Verpackungsmittel
	10.	Omni-Pac GmbH Verpackungsmittel
	11.	Pactiv Deutschland Holdinggesellschaft mbH
	12.	SIG Combibloc GmbH
	13.	SIG Combibloc Holding GmbH
	14.	SIG Combibloc Systems GmbH
	15.	SIG Combibloc Zerspanungstechnik GmbH
	16.	SIG Euro Holding AG & Co. KGaA
	17.	SIG Information Technology GmbH
	18.	SIG International Services GmbH
	19.	SIG Beteiligungs GmbH
LUXEMBOURG	20.	Beverage Packaging Holdings (Luxembourg) III S.à r.l.
	21.	Beverage Packaging Holdings (Luxembourg) IV S.à r.l.
	22.	Beverage Packaging Holdings (Luxembourg) VI S.à r.l.
	23.	Evergreen Packaging (Luxembourg) S.à r.l.
MEXICO	24.	CSI en Ensenada, S. de R.L. de C.V.
	25.	CSI en Saltillo, S. de R.L. de C.V.
	26.	CSI Tecniservicio, S. de R.L. de C.V.
	27.	Grupo CSI de Mexico, S. de R.L. de C.V.

	28.	Reynolds Metals Company de Mexico, S. de R.L. de C.V.
	29.	Pactiv Foodservice México, S. de R.L. de C.V.
	30.	Grupo Corporativo Jaguar, S.A. de C.V.
	31.	Servicios Industriales Jaguar, S.A. de C.V.
	32.	Servicio Terrestre Jaguar, S.A. de C.V.
	33.	Pactiv Mexico, S. de R.L. de C.V.
THE NETHERLANDS	34.	Closure Systems International B.V.
	35.	Evergreen Packaging International B.V.
	36.	Reynolds Packaging International B.V.
NEW ZEALAND	37.	Whakatane Mill Limited
SWITZERLAND	38.	SIG allCap AG
	39.	SIG Combibloc Group AG
	40.	SIG Combibloc Procurement AG
	41.	SIG Combibloc (Schweiz) AG
	42.	SIG Schweizerische Industrie-Gesellschaft AG (formerly
		SIG Reinag AG)
	43.	SIG Technology AG
THAILAND	44.	SIG Combibloc Ltd.

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JURISDICTION		ENTITY
UNITED STATES	45. Closure Systems International Holdings Inc.
	46.	Closure Systems Mexico Holdings LLC
	47.	CSI Mexico LLC
	48.	Graham Packaging Acquisition Corp.
	49.	Graham Packaging Company, L.P.
	50.	Pactiv LLC

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SCHEDULE B

TO THE REAFFIRMATION AGREEMENT

Part I

List of the Reaffirmed Security Documents

Collateral Agent: The Bank of New York Mellon

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
BRAZIL	Pledge Agreement over Receivables and other	“Secured Obligations”
	Credit Rights between The Bank of New York
	Mellon and Closure Systems International
	(Brazil) Sistemas de Vedação Ltda. dated as of
	January 29, 2010.
	Accounts Pledge Agreement between The Bank
	of New York Mellon and Closure Systems
	International (Brazil) Sistemas de Vedação
	Ltda. dated as of January 29, 2010.
	Pledge Agreement over Inventory, Equipment
	and other Assets between The Bank of New
	York Mellon and Closure Systems International
	(Brazil) Sistemas de Vedação Ltda. dated as of
	January 29, 2010.
	Quota Pledge Agreement between The Bank of
	New York Mellon, Closure Systems
	International B.V., Closure Systems
	International Holdings, Inc., Closure Systems
	International (Brazil) Sistemas de Vedação
	Ltda. and SIG Euro Holding AG & Co. KGaA
	dated as of January 29, 2010.
	Accounts Pledge Agreement between The Bank
	of New York Mellon and SIG Combibloc do
	Brasil Ltda. dated as of March 30, 2010.
	Pledge Agreement over Receivables and other
	Credit Rights between The Bank of New York
	Mellon and SIG Combibloc do Brasil Ltda.
	dated as of March 30, 2010.
	Quota Pledge Agreement between The Bank of
	New York Mellon, SIG Beverages Germany
	GmbH (now collapsed into SIG Euro Holding
	AG & Co. KGaA) and SIG Beverages Brasil
	Ltda. dated as of March 30, 2010.
	Quota Pledge Agreement between The Bank of
	New York Mellon, SIG Austria Holding GmbH

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		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	and SIG Combibloc do Brasil Ltda. dated as of
	March 30, 2010.
BRITISH VIRGIN	Share charge dated December 2, 2009 granted	“Secured Liabilities”
ISLANDS	by Closure Systems International B.V. over
	shares in CSI Latin American Holdings
	Corporation.
CANADA	Canadian General Security Agreement dated as	“Obligations”
	of December 2, 2009 granted by Closure
	Systems International (Canada) Limited (a
	predecessor of Pactiv Canada Inc.) to The Bank
	of New York Mellon, as collateral agent.
	Canadian General Security Agreement dated as
	of May 4, 2010 granted by Evergreen
	Packaging Canada Limited in favour of The
	Bank of New York Mellon.
	Canadian Pledge Agreement dated as of May 4,
	2010 granted by Evergreen Packaging
	International B.V. in favour of The Bank of
	New York Mellon in respect of shares in
	Evergreen Packaging Canada Limited.
	Deed of Hypothec granted by Evergreen
	Packaging Canada Limited in favour of The
	Bank of New York Mellon dated June 28,
	2010.
	Bond issued under said Deed of Hypothec by
	Evergreen Packaging Canada Limited in favour
	of The Bank of New York Mellon dated
	June 28, 2010.
	Bond Pledge Agreement granted by Evergreen
	Packaging Canada Limited in favour of The
	Bank of New York Mellon dated June 28,
	2010.
	Canadian General Security Agreement dated as
	of September 1, 2010 granted by Reynolds
	Food Packaging Canada Inc. (a predecessor of
	Pactiv Canada Inc.) in favour of The Bank of
	New York Mellon.
	Canadian Pledge Agreement dated as of

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		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	September 1, 2010 granted by Reynolds
	Packaging International B.V. in favour of The
	Bank of New York Mellon, relating to shares in
	Pactiv Canada Inc., as amended by an
	amending agreement No. 1 dated April 28,
	2011, an amending agreement No. 2 dated
	April 28, 2011, an amending agreement No. 3
	dated July 1, 2011 and an amending agreement
	No. 4 dated January 1, 2012.
	Deed of Hypothec granted by Reynolds Food
	Packaging Canada Inc. (a predecessor of Pactiv
	Canada Inc.) in favour of The Bank of New
	York Mellon dated September 1, 2010.
	Bond issued under said Deed of Hypothec by
	Reynolds Food Packaging Canada Inc. (a
	predecessor of Pactiv Canada Inc.) in favour of
	The Bank of New York Mellon dated
	September 1, 2010.
	Bond Pledge Agreement granted by Reynolds
	Food Packaging Canada Inc. (a predecessor of
	Pactiv Canada Inc.) in favour of The Bank of
	New York Mellon dated September 1, 2010.
	Deed of Hypothec granted by Evergreen
	Packaging Canada Limited in favour of The
	Bank of New York Mellon dated
	November 16, 2010.
	Bond issued under said Deed of Hypothec by
	Evergreen Packaging Canada Limited in favour
	of The Bank of New York Mellon dated
	November 16, 2010.
	Bond Pledge Agreement granted by Evergreen
	Packaging Canada Limited in favour of The
	Bank of New York Mellon dated November
	16, 2010.
	Deed of Hypothec granted by Reynolds Food
	Packaging Canada Inc. (a predecessor of Pactiv
	Canada Inc.) in favour of The Bank of New
	York Mellon dated November 16, 2010.
	Bond issued under said Deed of Hypothec by

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		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Reynolds Food Packaging Canada Inc. (a
	predecessor of Pactiv Canada Inc.) in favour of
	The Bank of New York Mellon dated
	November 16, 2010.
	Bond Pledge Agreement granted by Reynolds
	Food Packaging Canada Inc. (a predecessor of
	Pactiv Canada Inc.) in favour of The Bank of
	New York Mellon dated November 16, 2010.
	Canadian General Security Agreement dated as
	of November 16, 2010 granted by Pactiv
	Canada Inc. in favour of The Bank of New
	York Mellon.
	Canadian General Security Agreement dated as
	of November 16, 2010 granted by Newspring
	Canada Inc. (a predecessor of Pactiv Canada
	Inc.) in favour of The Bank of New York
	Mellon.
	Canadian Pledge Agreement dated as of
	November 16, 2010 granted by Reynolds Food
	Packaging Canada Inc. (a predecessor of Pactiv
	Canada Inc.) in favour of The Bank of New
	York Mellon, relating to shares in Dopaco
	Canada, Inc. as amended by Amending
	Agreement No. 1 dated April 28, 2011 and
	Amending Agreement No. 2 dated May 2, 2011
	(each delivered by Reynolds Food Packaging
	Canada Inc., a predecessor of Pactiv Canada
	Inc.) and an amending agreement No. 3 dated
	July 1, 2011 and an amending agreement No. 4
	dated January 1, 2012 (each delivered by
	Pactiv Canada Inc. as successor to Reynolds
	Food Packaging Canada Inc.).
	Canadian General Security Agreement dated as
	of November 16, 2010 granted by 798795
	Ontario Limited (a predecessor of Pactiv
	Canada Inc.) in favour of The Bank of New
	York Mellon.
	Canadian General Security Agreement dated as
	of May 2, 2011 granted by Conference Cup
	Ltd. in favour of The Bank of New York
	Mellon.

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		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Canadian General Security Agreement dated as
	of May 2, 2011 granted by Dopaco Canada,
	Inc. in favour of The Bank of New York
	Mellon.
	Canadian General Security Agreement dated as
	of May 2, 2011 granted by Garven
	Incorporated. in favour of The Bank of New
	York Mellon.
GERMANY	Notarial share pledge agreement dated	“Obligations”
	November 5, 2009 and entered into between
	SIG Combibloc Group AG as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and as pledgee and others as pledgees relating
	to the shares in SIG Combibloc Holding
	GmbH, as amended by a notarial confirmation
	and amendment agreement dated May 4, 2010.
	Notarial share pledge agreement dated
	November 16, 2010 and entered into between
	SIG Combibloc Group AG as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and as pledgee and others as pledgees relating
	to the shares in SIG Combibloc Holding
	GmbH.
	Notarial share pledge agreement dated March
	2, 2011 and entered into between SIG
	Combibloc Group AG as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and as pledgee and others as pledgees relating
	to the shares in SIG Combibloc Holding
	GmbH.
	Notarial share pledge agreement dated
	September 8, 2011 and entered into between
	SIG Combibloc Group AG as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and as pledgee relating to the shares in SIG
	Combibloc Holding GmbH.
	Notarial share pledge agreement dated
	November 7, 2012 and entered into between
	SIG Combibloc Group AG as pledgor and The
	Bank of New York Mellon as Collateral Agent

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		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	and as pledgee relating to the shares in SIG
	Combibloc Holding GmbH.
	Notarial share pledge agreement dated
	November 5, 2009 and entered into between
	SIG Euro Holding AG & Co. KGaA as pledgor
	and The Bank of New York Mellon as
	Collateral Agent and as pledgee and others as
	pledgees relating to the shares in SIG
	Combibloc Holding GmbH, SIG Combibloc
	GmbH, SIG Beverages Germany GmbH (now
	collapsed into SIG Euro Holding AG & Co.
	KGaA), SIG International Services GmbH and
	SIG Information Technology GmbH, as
	amended by a notarial confirmation and
	amendment agreement dated May 4, 2010.
	Notarial share pledge agreement dated
	November 16, 2010 and entered into between
	SIG Euro Holding AG & Co. KGaA as pledgor
	and The Bank of New York Mellon as
	Collateral Agent and pledgee relating to the
	shares in SIG Combibloc Holding GmbH, SIG
	Combibloc GmbH, SIG Beverages Germany
	GmbH (now collapsed into SIG Euro Holding
	AG & Co. KGaA), SIG International Services
	GmbH and SIG Information Technology
	GmbH.
	Notarial share pledge agreement dated March
	2, 2011 and entered into between SIG Euro
	Holding AG & Co. KGaA as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee relating to the shares in SIG
	Combibloc Holding GmbH, SIG Combibloc
	GmbH, SIG Beverages Germany GmbH (now
	collapsed into SIG Euro Holding AG & Co.
	KGaA), SIG International Services GmbH and
	SIG Information Technology GmbH.
	Notarial share pledge agreement dated
	September 8, 2011 and entered into between
	SIG Euro Holding AG & Co. KGaA as pledgor
	and The Bank of New York Mellon as
	Collateral Agent and pledgee relating to the
	shares in SIG Combibloc Holding GmbH, SIG
	Combibloc GmbH, SIG Beverages Germany

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		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	GmbH (now collapsed into SIG Euro Holding
	AG & Co. KGaA), SIG International Services
	GmbH and SIG Information Technology
	GmbH.
	Notarial share pledge agreement dated
	November 7, 2012 and entered into between
	SIG Euro Holding AG & Co. KGaA as pledgor
	and The Bank of New York Mellon as
	Collateral Agent and pledgee relating to the
	shares in SIG Combibloc Holding GmbH, SIG
	Combibloc GmbH, SIG Beverages Germany
	GmbH (now collapsed into SIG Euro Holding
	AG & Co. KGaA), SIG International Services
	GmbH and SIG Information Technology
	GmbH.
	Notarial Share Pledge Agreement dated
	November 5, 2009 and entered into between
	SIG Combibloc Holding GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and as pledgee and others as pledgees
	relating to the shares in SIG Combibloc GmbH,
	SIG Combibloc Systems GmbH and SIG
	Vietnam Beteiligungs GmbH (now SIG
	Beteiligungs GmbH), as amended by a notarial
	confirmation and amendment agreement dated
	May 4, 2010.
	Notarial Share Pledge Agreement dated
	November 16, 2010 and entered into between
	SIG Combibloc Holding GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and pledgee relating to the shares in SIG
	Combibloc GmbH, SIG Combibloc Systems
	GmbH and SIG Vietnam Beteiligungs GmbH
	(now SIG Beteiligungs GmbH).
	Notarial Share Pledge Agreement dated March
	2, 2011 and entered into between SIG
	Combibloc Holding GmbH as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee relating to the shares in SIG
	Combibloc GmbH, SIG Combibloc Systems
	GmbH and SIG Vietnam Beteiligungs GmbH
	(now SIG Beteiligungs GmbH).

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Notarial Share Pledge Agreement dated
	September 8, 2011 and entered into between
	SIG Combibloc Holding GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and pledgee relating to the shares in SIG
	Combibloc GmbH, SIG Combibloc Systems
	GmbH and SIG Vietnam Beteiligungs GmbH
	(now SIG Beteiligungs GmbH).
	Notarial Share Pledge Agreement dated
	November 7, 2012 and entered into between
	SIG Combibloc Holding GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and pledgee relating to the shares in SIG
	Combibloc GmbH, SIG Combibloc Systems
	GmbH and SIG Beteiligungs GmbH (formerly
	SIG Vietnam Beteiligungs GmbH).
	Notarial Share Pledge Agreement dated
	November 5, 2009 and entered into between
	SIG Combibloc Systems GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and as pledgee and others as pledgees
	relating to the shares in SIG Combibloc
	Zerspanungstechnik GmbH, as amended by a
	notarial confirmation and amendment
	agreement dated May 4, 2010.
	Notarial Share Pledge Agreement dated
	November 16, 2010 and entered into between
	SIG Combibloc Systems GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and pledgee relating to the shares in SIG
	Combibloc Zerspanungstechnik GmbH.
	Notarial Share Pledge Agreement dated March
	2, 2011 and entered into between SIG
	Combibloc Systems GmbH as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee relating to the shares in SIG
	Combibloc Zerspanungstechnik GmbH.
	Notarial Share Pledge Agreement dated
	September 8, 2011 and entered into between
	SIG Combibloc Systems GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and pledgee relating to the shares in SIG

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Combibloc Zerspanungstechnik GmbH.
	Notarial Share Pledge Agreement dated
	November 7, 2012 and entered into between
	SIG Combibloc Systems GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and pledgee relating to the shares in SIG
	Combibloc Zerspanungstechnik GmbH.
	Account Pledge Agreement dated November 5,
	2009 and entered into between SIG Euro
	Holding AG & Co. KGaA as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and as pledgee and others as pledgees, as
	amended by a confirmation and amendment
	agreement dated May 4, 2010.
	Account Pledge Agreement dated November
	16, 2010 and entered into between SIG Euro
	Holding AG & Co. KGaA as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated March 2,
	2011 and entered into between SIG Euro
	Holding AG & Co. KGaA as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated September 8,
	2011 and entered into between SIG Euro
	Holding AG & Co. KGaA as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated November 7,
	2012 and entered into between SIG Euro
	Holding AG & Co. KGaA as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated November 5,
	2009 and entered into between SIG Combibloc
	Holding GmbH as pledgor and The Bank of
	New York Mellon as Collateral Agent and as
	pledgee and others as pledgees, as amended by
	a confirmation and amendment agreement

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	dated May 4, 2010.
	Account Pledge Agreement dated November
	16, 2010 and entered into between SIG
	Combibloc Holding GmbH as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated March 2,
	2011 and entered into between SIG Combibloc
	Holding GmbH as pledgor and The Bank of
	New York Mellon as Collateral Agent and
	pledgee.
	Account Pledge Agreement dated September 8,
	2011 and entered into between SIG Combibloc
	Holding GmbH as pledgor and The Bank of
	New York Mellon as Collateral Agent and
	pledgee.
	Account Pledge Agreement dated November 7,
	2012 and entered into between SIG Combibloc
	Holding GmbH as pledgor and The Bank of
	New York Mellon as Collateral Agent and
	pledgee.
	Account Pledge Agreement dated November 5,
	2009 and entered into between SIG Combibloc
	Systems GmbH as pledgor and The Bank of
	New York Mellon as Collateral Agent and as
	pledgee and others as pledgees, as amended by
	a confirmation and amendment agreement
	dated May 4, 2010.
	Account Pledge Agreement dated November
	16, 2010 and entered into between SIG
	Combibloc Systems GmbH as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated March 2,
	2011 and entered into between SIG Combibloc
	Systems GmbH as pledgor and The Bank of
	New York Mellon as Collateral Agent and
	pledgee.
	Account Pledge Agreement dated September 8,

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	2011 and entered into between SIG Combibloc
	Systems GmbH as pledgor and The Bank of
	New York Mellon as Collateral Agent and
	pledgee.
	Account Pledge Agreement dated November 7,
	2012 and entered into between SIG Combibloc
	Systems GmbH as pledgor and The Bank of
	New York Mellon as Collateral Agent and
	pledgee.
	Account Pledge Agreement dated November 5,
	2009 and entered into between SIG Beverages
	Germany GmbH (now collapsed into SIG Euro
	Holding AG & Co. KGaA) as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and as pledgee and others as pledgees, as
	amended by a confirmation and amendment
	agreement dated May 4, 2010.
	Account Pledge Agreement dated November
	16, 2010 and entered into between SIG
	Beverages Germany GmbH (now collapsed
	into SIG Euro Holding AG & Co. KGaA) as
	pledgor and The Bank of New York Mellon as
	Collateral Agent and pledgee.
	Account Pledge Agreement dated March 2,
	2011 and entered into between SIG Beverages
	Germany GmbH (now collapsed into SIG Euro
	Holding AG & Co. KGaA) as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated September 8,
	2011 and entered into between SIG Beverages
	Germany GmbH (now collapsed into SIG Euro
	Holding AG & Co. KGaA) as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated November 7,
	2012 and entered into between SIG Beverages
	Germany GmbH (now collapsed into SIG Euro
	Holding AG & Co. KGaA) as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Account Pledge Agreement dated November 5,
	2009 and entered into between SIG Combibloc
	GmbH as pledgor and The Bank of New York
	Mellon as Collateral Agent and as pledgee and
	others as pledgees, as amended by a
	confirmation and amendment agreement dated
	May 4, 2010.
	Account Pledge Agreement dated November
	16, 2010 and entered into between SIG
	Combibloc GmbH as pledgor and The Bank of
	New York Mellon as Collateral Agent and
	pledgee.
	Account Pledge Agreement dated March 2,
	2011 and entered into between SIG Combibloc
	GmbH as pledgor and The Bank of New York
	Mellon as Collateral Agent and pledgee.
	Account Pledge Agreement dated September 8,
	2011 and entered into between SIG Combibloc
	GmbH as pledgor and The Bank of New York
	Mellon as Collateral Agent and pledgee.
	Account Pledge Agreement dated November 7,
	2012 and entered into between SIG Combibloc
	GmbH as pledgor and The Bank of New York
	Mellon as Collateral Agent and pledgee.
	Account Pledge Agreement dated November 5,
	2009 and entered into between SIG Combibloc
	Zerspanungstechnik GmbH as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and as pledgee and others as pledgees, as
	amended by a confirmation and amendment
	agreement dated May 4, 2010.
	Account Pledge Agreement dated November
	16, 2010 and entered into between SIG
	Combibloc Zerspanungstechnik GmbH as
	pledgor and The Bank of New York Mellon as
	Collateral Agent and pledgee.
	Account Pledge Agreement dated March 2,
	2011 and entered into between SIG Combibloc
	Zerspanungstechnik GmbH as pledgor and The

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated September 8,
	2011 and entered into between SIG Combibloc
	Zerspanungstechnik GmbH as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated November 7,
	2012 and entered into between SIG Combibloc
	Zerspanungstechnik GmbH as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated November 5,
	2009 and entered into between SIG Vietnam
	Beteiligungs GmbH (now SIG Beteiligungs
	GmbH) as pledgor and The Bank of New York
	Mellon as Collateral Agent and as pledgee and
	others as pledgees, as amended by a
	confirmation and amendment agreement dated
	May 4, 2010.
	Account Pledge Agreement dated November
	16, 2010 and entered into between SIG
	Vietnam Beteiligungs GmbH (now SIG
	Beteiligungs GmbH) as pledgor and The Bank
	of New York Mellon as Collateral Agent and
	pledgee.
	Account Pledge Agreement dated March 2,
	2011 and entered into between SIG Vietnam
	Beteiligungs GmbH (now SIG Beteiligungs
	GmbH) as pledgor and The Bank of New York
	Mellon as Collateral Agent and pledgee.
	Account Pledge Agreement dated September 8,
	2011 and entered into between SIG Vietnam
	Beteiligungs GmbH (now SIG Beteiligungs
	GmbH) as pledgor and The Bank of New York
	Mellon as Collateral Agent and pledgee.
	Account Pledge Agreement dated November 7,
	2012 and entered into between SIG
	Beteiligungs GmbH (formerly SIG Vietnam
	Beteiligungs GmbH) as pledgor and The Bank

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	of New York Mellon as Collateral Agent and
	pledgee.
	Account Pledge Agreement dated November 5,
	2009 and entered into between SIG
	International Services GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and as pledgee and others as pledgees, as
	amended by a confirmation and amendment
	agreement dated May 4, 2010.
	Account Pledge Agreement dated November
	16, 2010 and entered into between SIG
	International Services GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and pledgee.
	Account Pledge Agreement dated March 2,
	2011 and entered into between SIG
	International Services GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and pledgee.
	Account Pledge Agreement dated September 8,
	2011 and entered into between SIG
	International Services GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and pledgee.
	Account Pledge Agreement dated November 7,
	2012 and entered into between SIG
	International Services GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and pledgee.
	Account Pledge Agreement dated November 5,
	2009 and entered into between SIG
	Information Technology GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and as pledgee and others as pledgees, as
	amended by a confirmation and amendment
	agreement dated May 4, 2010.
	Account Pledge Agreement dated November
	16, 2010 and entered into between SIG
	Information Technology GmbH as pledgor and
	The Bank of New York Mellon as Collateral

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Agent and pledgee.
	Account Pledge Agreement dated March 2,
	2011 and entered into between SIG
	Information Technology GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and pledgee.
	Account Pledge Agreement dated September 8,
	2011 and entered into between SIG
	Information Technology GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and pledgee.
	Account Pledge Agreement dated November 7,
	2012 and entered into between SIG
	Information Technology GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and pledgee.
	Account Pledge Agreement dated November 5,
	2009, and entered into between SIG Combibloc
	Group AG as pledgor and The Bank of New
	York Mellon as Collateral Agent and as
	pledgee and others as pledgees, as amended by
	a confirmation and amendment agreement
	dated May 4, 2010.
	Account Pledge Agreement dated November
	16, 2010, and entered into between SIG
	Combibloc Group AG as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated February 1,
	2011, and entered into between SIG Combibloc
	Group AG as pledgor and The Bank of New
	York Mellon as Collateral Agent and pledgee.
	Account Pledge Agreement dated February 9,
	2011, and entered into between SIG Combibloc
	Group AG as pledgor and The Bank of New
	York Mellon as Collateral Agent and pledgee.
	Account Pledge Agreement dated September 8,
	2011, and entered into between SIG Combibloc
	Group AG as pledgor and The Bank of New

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	York Mellon as Collateral Agent and pledgee.
	Account Pledge Agreement dated November 7,
	2012, and entered into between SIG Combibloc
	Group AG as pledgor and The Bank of New
	York Mellon as Collateral Agent and pledgee.
	Account Pledge Agreement dated November 5,
	2009, and entered into between SIG allCap AG
	as pledgor and The Bank of New York Mellon
	as Collateral Agent and as pledgee and others
	as pledgees, as amended by a confirmation and
	amendment agreement dated May 4, 2010.
	Account Pledge Agreement dated November
	16, 2010, and entered into between SIG allCap
	AG as pledgor and The Bank of New York
	Mellon as Collateral Agent.
	Account Pledge Agreement dated March 2,
	2011, and entered into between SIG allCap AG
	as pledgor and The Bank of New York Mellon
	as Collateral Agent.
	Account Pledge Agreement dated September 8,
	2011, and entered into between SIG allCap AG
	as pledgor and The Bank of New York Mellon
	as Collateral Agent.
	Account Pledge Agreement dated November 7,
	2012, and entered into between SIG allCap AG
	as pledgor and The Bank of New York Mellon
	as Collateral Agent.
	Global Assignment Agreement dated
	November 5, 2009 and entered into between as
	SIG Euro Holding AG & Co. KGaA assignor
	and The Bank of New York Mellon as
	Collateral Agent, as amended by certain
	confirmation and amendment agreements dated
	May 4, 2010, November 16, 2010, March 2,
	2011, September 8, 2011 and November 7,
	2012.
	Global Assignment Agreement dated
	November 5, 2009 and entered into between
	SIG Combibloc Holding GmbH as assignor

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	and The Bank of New York Mellon as
	Collateral Agent, as amended by certain
	confirmation and amendment agreements dated
	May 4, 2010, November 16, 2010, March 2,
	2011, September 8, 2011 and November 7,
	2012.
	Global Assignment Agreement dated
	November 5, 2009 and entered into between
	SIG Combibloc Systems GmbH as assignor
	and The Bank of New York Mellon as
	Collateral Agent, as amended by certain
	confirmation and amendment agreements dated
	May 4, 2010, November 16, 2010, March 2,
	2011, September 8, 2011 and November 7,
	2012.
	Global Assignment Agreement dated
	November 5, 2009 and entered into between
	SIG Beverages Germany GmbH (now
	collapsed into SIG Euro Holding AG & Co.
	KGaA) as assignor and The Bank of New York
	Mellon as Collateral Agent, as amended by
	certain confirmation and amendment
	agreements dated May 4, 2010, November 16,
	2010, March 2, 2011, September 8, 2011 and
	November 7, 2012.
	Global Assignment Agreement dated
	November 5, 2009 and entered into between
	SIG Combibloc GmbH as assignor and The
	Bank of New York Mellon as Collateral Agent,
	as amended by certain confirmation and
	amendment agreements dated May 4, 2010,
	November 16, 2010, March 2, 2011, September
	8, 2011 and November 7, 2012.
	Global Assignment Agreement dated
	November 5, 2009 and entered into between
	SIG Combibloc Zerspanungstechnik GmbH as
	assignor and The Bank of New York Mellon as
	Collateral Agent, as amended by certain
	confirmation and amendment agreements dated
	May 4, 2010, November 16, 2010, March 2,
	2011, September 8, 2011 and November 7,
	2012.

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Global Assignment Agreement dated
	November 5, 2009 and entered into between
	SIG Vietnam Beteiligungs GmbH (now SIG
	Beteiligungs GmbH) as assignor and The Bank
	of New York Mellon as Collateral Agent, as
	amended by certain confirmation and
	amendment agreements dated May 4, 2010,
	November 16, 2010, March 2, 2011, September
	8, 2011 and November 7, 2012.
	Global Assignment Agreement dated
	November 5, 2009 and entered into between
	SIG International Services GmbH as assignor
	and The Bank of New York Mellon as
	Collateral Agent, as amended by certain
	confirmation and amendment agreements dated
	May 4, 2010, November 16, 2010, March 2,
	2011, September 8, 2011 and November 7,
	2012.
	Global Assignment Agreement dated
	November 5, 2009 and entered into between
	SIG Information Technology GmbH as
	assignor and The Bank of New York Mellon as
	Collateral Agent, as amended by certain
	confirmation and amendment agreements dated
	May 4, 2010, November 16, 2010, March 2,
	2011, September 8, 2011 and November 7,
	2012.
	Security Transfer Agreement dated November
	5, 2009 and entered into between SIG
	Combibloc Systems GmbH as transferor and
	The Bank of New York Mellon as Collateral
	Agent, as amended by certain confirmation and
	amendment agreements dated May 4, 2010,
	November 16, 2010, March 2, 2011, September
	8, 2011 and November 7, 2012.
	Security Transfer Agreement dated November
	5, 2009 and entered into between SIG
	Combibloc GmbH as transferor and The Bank
	of New York Mellon as Collateral Agent, as
	amended by certain confirmation and
	amendment agreements dated May 4, 2010,
	November 16, 2010, March 2, 2011, September
	8, 2011 and November 7, 2012.

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Security Transfer Agreement dated November
	5, 2009 and entered into between SIG
	Combibloc Zerspanungstechnik GmbH as
	transferor and The Bank of New York Mellon
	as Collateral Agent, as amended by certain
	confirmation and amendment agreements dated
	May 4, 2010, November 16, 2010, March 2,
	2011, September 8, 2011 and November 7,
	2012.
	IP Assignment Agreement dated November 5,
	2009 and entered into between SIG Combibloc
	Systems GmbH as assignor and The Bank of
	New York Mellon as Collateral Agent, as
	amended by certain confirmation and
	amendment agreements dated May 4, 2010,
	November 16, 2010, March 2, 2011, September
	8, 2011 and November 7, 2012.
	IP Assignment Agreement dated November 5,
	2009 and entered into between SIG Combibloc
	GmbH as assignor and The Bank of New York
	Mellon as Collateral Agent, as amended by
	certain confirmation and amendment
	agreements dated May 4, 2010, November 16,
	2010, March 2, 2011, September 8, 2011 and
	November 7, 2012.
	Security Purpose Agreement dated November
	5, 2009 and entered into between, inter alia,
	SIG Combibloc GmbH as chargor and The
	Bank of New York Mellon as Collateral Agent
	relating to certain land charges, as amended by
	certain confirmation and amendment
	agreements dated May 4, 2010, November 16,
	2010, March 2, 2011, September 8, 2011 and
	November 7, 2012.
	IP Assignment Agreement dated December 2,
	2009, and entered into between SIG
	Technology AG as assignor and The Bank of
	New York Mellon as Collateral Agent, as
	amended by certain confirmation and
	amendment agreements dated May 4, 2010,
	November 16, 2010, March 2, 2011, September
	8, 2011 and November 7, 2012.

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	IP Assignment Agreement dated December 2,
	2009, and entered into between SIG Finanz AG
	(now assumed by SIG Combibloc Group AG
	by way of merger effective June 15, 2010) as
	assignor and The Bank of New York Mellon as
	Collateral Agent, as amended by certain
	confirmation and amendment agreements dated
	May 4, 2010, November 16, 2010, February 1,
	2011, February 9, 2011, September 8, 2011 and
	November 7, 2012.
	Account Pledge Agreement dated December 2,
	2009, and entered into between SIG Combibloc
	Procurement AG as pledgor and The Bank of
	New York Mellon as Collateral Agent and
	pledgee and others as pledgees, as amended by
	a confirmation and amendment agreement
	dated May 4, 2010.
	Account Pledge Agreement dated November
	16, 2010, and entered into between SIG
	Combibloc Procurement AG as pledgor and
	The Bank of New York Mellon as Collateral
	Agent.
	Account Pledge Agreement dated March 2,
	2011, and entered into between SIG Combibloc
	Procurement AG as pledgor and The Bank of
	New York Mellon as Collateral Agent.
	Account Pledge Agreement dated September 8,
	2011, and entered into between SIG Combibloc
	Procurement AG as pledgor and The Bank of
	New York Mellon as Collateral Agent.
	Account Pledge Agreement dated November 7,
	2012, and entered into between SIG Combibloc
	Procurement AG as pledgor and The Bank of
	New York Mellon as Collateral Agent.
	Partnership Interest Pledge Agreement dated
	January 29, 2010, and entered into between
	SIG Reinag AG (now SIG Schweizerische
	Industrie-Gesellschaft AG) as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee and others as pledgees relating to

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	the general partnership interest in SIG Euro
	Holding AG & Co. KGaA, as amended by a
	confirmation and amendment agreement dated
	May 4, 2010.
	Non-notarized Share Pledge Agreement dated
	November 5, 2009 and entered into between
	SIG Combibloc Group AG as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and as pledgee relating to the shares in SIG
	Euro Holding AG & Co. KGaA, as amended
	by a confirmation and amendment agreement
	dated 4 May 2010.
	Junior Share and Partnership Interest Pledge
	Agreement dated November 16, 2010, and
	entered into between SIG Combibloc Group
	AG and SIG Reinag AG (now SIG
	Schweizerische Industrie-Gesellschaft AG) as
	pledgors, and The Bank of New York Mellon
	as Collateral Agent and pledgee and others as
	pledgees relating to the shares and general
	partnership interest, respectively, held in SIG
	Euro Holding AG & Co. KGaA.
	Junior Share and Partnership Interest Pledge
	Agreement dated March 2, 2011, and entered
	into between SIG Combibloc Group AG and
	SIG Reinag AG (now SIG Schweizerische
	Industrie-Gesellschaft AG) as pledgors, and
	The Bank of New York Mellon as Collateral
	Agent and pledgee and others as pledgees
	relating to the shares and general partnership
	interest, respectively, held in SIG Euro Holding
	AG & Co. KGaA.
	Junior Share and Partnership Interest Pledge
	Agreement dated September 8, 2011, and
	entered into between SIG Combibloc Group
	AG and SIG Reinag AG (now SIG
	Schweizerische Industrie-Gesellschaft AG) as
	pledgors, and The Bank of New York Mellon
	as Collateral Agent and pledgee and others as
	pledgees relating to the shares and general
	partnership interest, respectively, held in SIG
	Euro Holding AG & Co. KGaA.

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Junior Share and Partnership Interest Pledge
	Agreement dated November 7, 2012, and
	entered into between SIG Combibloc Group
	AG and SIG Schweizerische Industrie-
	Gesellschaft AG (formerly SIG Reinag AG) as
	pledgors, and The Bank of New York Mellon
	as Collateral Agent and pledgee and others as
	pledgees relating to the shares and general
	partnership interest, respectively, held in SIG
	Euro Holding AG & Co. KGaA.
	Notarial share pledge agreement dated March
	2, 2011 and entered into between SIG
	Combibloc Holding GmbH as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee relating to the shares in Pactiv
	Hamburg Holdings GmbH (now merged into
	SIG Beteiligungs GmbH).
	Notarial share pledge agreement dated
	September 8, 2011 and entered into between
	SIG Combibloc Holding GmbH as pledgor and
	The Bank of New York Mellon as Collateral
	Agent and pledgee relating to the shares in
	Pactiv Hamburg Holdings GmbH (now merged
	into SIG Beteiligungs GmbH).
	Notarial share pledge agreement dated March
	2, 2011 and entered into between Pactiv
	Corporation (now Pactiv LLC) and Pactiv
	Hamburg Holdings GmbH (now merged into
	SIG Beteiligungs GmbH) as pledgors and The
	Bank of New York Mellon as Collateral Agent
	and pledgee relating to the shares in Pactiv
	Deutschland Holdinggesellschaft mbH.
	Notarial share pledge agreement dated
	September 8, 2011 and entered into between
	Pactiv Corporation (now Pactiv LLC) and
	Pactiv Hamburg Holdings GmbH (now merged
	into SIG Beteiligungs GmbH) as pledgors and
	The Bank of New York Mellon as Collateral
	Agent and pledgee relating to the shares in
	Pactiv Deutschland Holdinggesellschaft mbH.
	Notarial share pledge agreement dated
	November 7, 2012 and entered into between

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Pactiv LLC (formerly Pactiv Corporation) and
	SIG Beteiligungs GmbH as pledgors and The
	Bank of New York Mellon as Collateral Agent
	and pledgee relating to the shares in Pactiv
	Deutschland Holdinggesellschaft mbH.
	Notarial share pledge agreement dated March
	2, 2011 and entered into between Pactiv
	Deutschland Holdinggesellschaft mbH as
	pledgor and The Bank of New York Mellon as
	Collateral Agent and pledgee relating to the
	shares in Omni-Pac Ekco GmbH
	Verpackungsmittel and Omni-Pac GmbH
	Verpackungsmittel.
	Notarial share pledge agreement dated
	September 8, 2011 and entered into between
	Pactiv Deutschland Holdinggesellschaft mbH
	as pledgor and The Bank of New York Mellon
	as Collateral Agent and pledgee relating to the
	shares in Omni-Pac Ekco GmbH
	Verpackungsmittel and Omni-Pac GmbH
	Verpackungsmittel.
	Notarial share pledge agreement dated
	November 8, 2012 and entered into between
	Pactiv Deutschland Holdinggesellschaft mbH
	as pledgor and The Bank of New York Mellon
	as Collateral Agent and pledgee relating to the
	shares in Omni-Pac Ekco GmbH
	Verpackungsmittel and Omni-Pac GmbH
	Verpackungsmittel.
	Account Pledge Agreement dated March 2,
	2011 and entered into between Pactiv Hamburg
	Holdings GmbH (now merged into SIG
	Beteiligungs GmbH) as pledgor and The Bank
	of New York Mellon as Collateral Agent and
	pledgee.
	Account Pledge Agreement dated September 8,
	2011 and entered into between Pactiv Hamburg
	Holdings GmbH (now merged into SIG
	Beteiligungs GmbH) as pledgor and The Bank
	of New York Mellon as Collateral Agent and
	pledgee.

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Account Pledge Agreement dated March 2,
	2011 and entered into between Pactiv
	Deutschland Holdinggesellschaft mbH as
	pledgor and The Bank of New York Mellon as
	Collateral Agent and pledgee.
	Account Pledge Agreement dated September 8,
	2011 and entered into between Pactiv
	Deutschland Holdinggesellschaft mbH as
	pledgor and The Bank of New York Mellon as
	Collateral Agent and pledgee.
	Account Pledge Agreement dated November 7,
	2012 and entered into between Pactiv
	Deutschland Holdinggesellschaft mbH as
	pledgor and The Bank of New York Mellon as
	Collateral Agent and pledgee.
	Account Pledge Agreement dated March 2,
	2011 and entered into between Omni-Pac Ekco
	GmbH Verpackungsmittel as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated September 8,
	2011 and entered into between Omni-Pac Ekco
	GmbH Verpackungsmittel as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated November 7,
	2012 and entered into between Omni-Pac Ekco
	GmbH Verpackungsmittel as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated March 2,
	2011 and entered into between Omni-Pac
	GmbH Verpackungsmittel as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Account Pledge Agreement dated September 8,
	2011 and entered into between Omni-Pac
	GmbH Verpackungsmittel as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Account Pledge Agreement dated November 7,
	2012 and entered into between Omni-Pac
	GmbH Verpackungsmittel as pledgor and The
	Bank of New York Mellon as Collateral Agent
	and pledgee.
	Share pledge agreement dated March 4, 2010
	over the shares in SIG Euro Holding AG & Co.
	KGaA granted by SIG Austria Holding GmbH
	in favour of The Bank of New York Mellon, as
	amended by a confirmation and amendment
	agreement dated August 27, 2010.
	Share pledge agreement dated January 14, 2011
	over the shares in SIG Euro Holding AG & Co.
	KGaA granted by SIG Austria Holding GmbH
	in favour of The Bank of New York Mellon.
	Share pledge agreement dated June 7, 2011
	over the shares in SIG Euro Holding AG & Co.
	KGaA granted by SIG Austria Holding GmbH
	in favour of The Bank of New York Mellon.
	Share pledge agreement dated October 14,
	2011 over the shares in SIG Euro Holding AG
	& Co. KGaA granted by SIG Austria Holding
	GmbH in favour of The Bank of New York
	Mellon.
	Share pledge agreement dated November 7,
	2012 over the shares in SIG Euro Holding AG
	& Co. KGaA granted by SIG Austria Holding
	GmbH in favour of The Bank of New York
	Mellon.
JAPAN	Blanket Security Over Shares Agreement,	“Obligations”
	dated as of December 2, 2009, among The
	Bank of New York Mellon, as Collateral
	Agent, the Secured Parties (as defined therein)
	and Closure Systems International B.V.
	Blanket Security Over Shares Agreement,
	dated as of June 1, 2012, among The Bank of
	New York Mellon, as Collateral Agent, the
	Secured Parties (as defined therein) and
	Graham Packaging Acquisition Corp. as
	Pledgor in respect of 65% of the shares of

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Graham Packaging Japan Godo Kaisha.
LUXEMBOURG	Pledge Over Shares Agreement dated May 4,	“Secured Obligations”
	2010 between SIG Combibloc Holding GmbH
	and The Bank of New York Mellon in respect
	of shares in Evergreen Packaging
	(Luxembourg) S.à r.l.
	Pledge Over Bank Accounts dated May 4, 2010
	between Evergreen Packaging (Luxembourg)
	S.à r.l and The Bank of New York Mellon.
	Pledge Over Shares Agreement dated March
	20, 2012 between Beverage Packaging
	Holdings (Luxembourg) IV S.à r.l. and The
	Bank of New York Mellon in respect of shares
	in Beverage Packaging Factoring
	(Luxembourg) S.à r.l.
	Pledge Over Bank Accounts dated March 20,
	2012 between Beverage Packaging Holdings
	(Luxembourg) IV S.à r.l. and The Bank of New
	York Mellon.
MEXICO	Floating Lien Pledge Agreement (Contrato de	“Obligaciones Garantizadas”
	Prenda sin Transmisión de Posesión) dated
	January 29, 2010 executed by and among
	Grupo CSI de México, S. de R.L. de C.V., CSI
	en Saltillo, S. de R.L. de C.V., CSI en
	Ensenada, S. de R.L. de C.V., and CSI
	Tecniservicio, S. de R.L. de C.V., as pledgors,
	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.
	Equity Interests Pledge Agreement (Contrato
	de Prenda sobre Acciones y Partes Sociales)
	dated January 29, 2010 executed 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., and Closure Systems Mexico Holdings
	LLC, as pledgors, 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, with the

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	acknowledgment of CSI Tecniservicio, S. de
	R.L. de C.V., and CSI en Ensenada, S. de R.L.
	de C.V.
	Irrevocable Security Trust Agreement with
	Reversion Rights number F/00737 (Contrato de
	Fideicomiso de Garantía con Derechos de
	Reversión No. F/00737), dated January 29,
	2010 executed by and among CSI en Saltillo, S.
	de R.L. de C.V., as trustor, The Bank of New
	York Mellon, S.A., Institución de Banca
	Múltiple, as trustee, 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 first place
	beneficiary.
	Floating Lien Pledge Agreement (Contrato de
	Prenda sin Transmisión de Posesión) dated
	September 1, 2010, executed by Reynolds
	Metals Company de Mexico, S. de R.L. de
	C.V., as pledgor, 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.
	Partnership Interests Pledge Agreement
	(Contrato de Prenda sobre Partes Sociales)
	dated September 1, 2010, executed by and
	among Reynolds Packaging International B.V.
	and Closure Systems International B.V., as
	pledgors, 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.
	Equity Interests Pledge Agreement (Contrato
	de Prenda sobre Acciones y Partes Sociales)
	dated April 19, 2011 executed by and among
	Grupo CSI de México, S. de R.L. de C.V., CSI
	en Saltillo, S. de R.L. de C.V., Central de
	Bolsas, S. de R.L. de C.V. (now Pactiv
	Foodservice México, S. de R.L. de C.V.),
	Servicios Industriales Jaguar, S.A. de C.V.,
	Servicio Terrestre Jaguar, S.A. de C.V., and
	Grupo Corporativo Jaguar, S.A. de C.V., as
	pledgors, and The Bank of New York Mellon

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	acting solely in its capacity as Collateral Agent
	on behalf and for the benefit of the Secured
	Parties, as pledgee, with the acknowledgment
	of Pactiv México, S. de R.L. de C.V.
	Floating Lien Pledge Agreement (Contrato de
	Prenda sin Transmisión de Posesión) dated
	April 19, 2011, executed by and among Central
	de Bolsas, S. de R.L. de C.V. (now Pactiv
	Foodservice México, 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 Pactiv
	México, S. de R.L. de C.V., as pledgors, 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.
	Partnership Interest Pledge Agreement
	(Contrato de Prenda sobre Parte Social) dated
	January 15, 2014, executed by and between
	Closure Systems International B.V., as pledgor,
	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, with the acknowledgment
	of CSI en Saltillo, S. de R.L. de C.V.
THE NETHERLANDS	Notarial Deed of Pledge of Registered Shares	“Secured Obligations”
	dated November 5, 2009, as amended on
	December 31, 2013, between Closure Systems
	International (Luxembourg) S.à r.l. as pledgor,
	the Pledgee and Closure Systems International
	B.V. as the Company, in respect of which all
	rights and obligations of the pledgor have been
	assumed by Beverage Packaging Holdings
	(Luxembourg) VI S.à r.l.
	Disclosed Pledge of Bank Accounts dated
	November 5, 2009 between Closure Systems
	International B.V. and Reynolds Consumer
	Products International B.V. (merged into
	Reynolds Packaging International B.V. on
	December 21, 2013) and the Pledgee (as
	defined therein).

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Disclosed Pledge of Bank Accounts dated May
	4, 2010 between Evergreen Packaging
	International B.V. and The Bank of New York
	Mellon.
	Notarial Deed of Pledge of Registered Shares
	dated May 4, 2010, as amended on December
	31, 2013, between Evergreen Packaging
	(Luxembourg) S.à.r.l and The Bank of New
	York Mellon in respect of shares in Evergreen
	Packaging International B.V.
	Disclosed Pledge of Bank Accounts dated
	September 1, 2010 between Reynolds
	Packaging International B.V. and The Bank of
	New York Mellon.
	Notarial Deed of Pledge of Registered Shares
	dated September 1, 2010, as amended on
	December 31, 2013, between Closure Systems
	International B.V. and The Bank of New York
	Mellon in respect of the shares numbered 1
	through 180 in Reynolds Packaging
	International B.V.
	Notarial Deed of Pledge of Registered Shares
	dated December 4, 2012, as amended on
	December 31, 2013, between Closure Systems
	International B.V. and The Bank of New York
	Mellon in respect of shares numbered 181
	through 126,487 in Reynolds Packaging
	International B.V.
	Notarial Deed of Pledge of Registered Shares
	dated June 1, 2012, as amended on December
	31, 2013, between Graham Packaging
	Acquisition Corp. and The Bank of New York
	Mellon in respect of 65% of the shares held in
	Graham Packaging Holdings B.V.
UNITED KINGDOM	Security Over Shares Agreement over shares in	“Secured Liabilities”
	Closure Systems International (UK) Limited
	granted by Closure Systems International B.V.
	dated December 2, 2009.
	Security Over Shares Agreement over shares in
	Reynolds Consumer Products (UK) Limited

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	granted by Reynolds Packaging International
	B.V. dated December 2, 2009.
	Security Assignment of Contractual Rights
	under a global loan agreement dated
	November 5, 2009 granted by Reynolds
	Packaging International B.V. in favour of The
	Bank of New York Mellon as collateral agent
	dated March 10, 2010.
	Security Assignment of Contractual Rights
	under a global loan agreement dated
	November 5, 2009 granted by Closure Systems
	International B.V. in favour of The Bank of
	New York Mellon as collateral agent dated
	March 10, 2010.
	Security Over Shares Agreement between SIG
	Combibloc Holding GmbH and The Bank of
	New York Mellon, in respect of the shares in
	SIG Combibloc Limited dated August 16,
	2010.
	Security Over Shares Agreement between
	Reynolds Packaging International B.V. and The
	Bank of New York Mellon, relating to shares in
	Ivex Holdings, Ltd dated September 1, 2010..
UNITED STATES	U.S. Collateral Agreement, dated as of	“Obligations”
	November 5, 2009, among Reynolds Group
	Holdings Inc., Reynolds Consumer Products
	Holdings Inc., Closure Systems International
	Holdings Inc., Reynolds Group Issuer LLC,
	Reynolds Group Issuer Inc., each Subsidiary of
	Holdings (as defined therein) from time to time
	party thereto and The Bank of New York
	Mellon, as Collateral Agent.

24045365v09

SCHEDULE B

TO THE REAFFIRMATION AGREEMENT

Part II

List of the Reaffirmed Security Documents

Collateral Agent: Wilmington Trust

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
AUSTRALIA	Equitable Mortgage of Shares dated June 17,	“Secured Liabilities”
	2010 between Whakatane Mill Limited as
	mortgagor and Wilmington Trust (London)
	Limited as mortgagee relating to the shares in
	Whakatane Mill Australia Pty Limited.
	Charge over account dated September 8, 2011
	between Whakatane Mill Limited and
	Wilmington Trust (London) Limited.
AUSTRIA	Share Pledge Agreement dated March 4, 2010	“Secured Obligations”
	over the shares in SIG Austria Holding GmbH
	granted by SIG Finanz AG (now assumed by
	SIG Combibloc Group AG by way of merger
	effective June 15, 2010) in favour of the
	Collateral Agent.
	Share Pledge Agreement dated March 4, 2010
	over the shares in SIG Combibloc GmbH
	granted by SIG Finanz AG (now assumed by
	SIG Combibloc Group AG by way of merger
	effective June 15, 2010) in favour of the
	Collateral Agent.
	Limited interest pledge agreement over the
	limited partnership interest in SIG Combibloc
	GmbH & Co KG granted by SIG Austria
	Holding GmbH in favor of Wilmington Trust
	(London) Limited.
	General interest pledge agreement over the
	general partnership interest in SIG Combibloc
	GmbH & Co KG granted by SIG Combibloc
	GmbH in favor of Wilmington Trust (London)
	Limited.
	Account pledge agreement over the bank
	accounts located in Austria granted by SIG
	Austria Holding GmbH in favor of Wilmington
	Trust (London) Limited.
	Account pledge agreement dated March 4,

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	2010 over the bank accounts located in Austria
	granted by SIG Combibloc GmbH in favor of
	Wilmington Trust (London) Limited.
	Account pledge agreement dated March 4,
	2010 over the bank accounts located in Austria
	granted by SIG Combibloc GmbH & Co KG in
	favor of Wilmington Trust (London) Limited.
	Receivables pledge agreement over the
	receivables granted by SIG Austria Holding
	GmbH in favor of Wilmington Trust (London)
	Limited.
	Receivables pledge agreement over the
	receivables granted by SIG Combibloc GmbH
	in favor of Wilmington Trust (London)
	Limited.
	Receivables pledge agreement over the
	receivables granted by SIG Combibloc GmbH
	& Co KG in favor of Wilmington Trust
	(London) Limited.
COSTA RICA	Pledge of Quotas Agreement, executed by	“Obligations”
	Closure Systems International B.V. This
	document was executed on January 29, 2010,
	by Closure Systems International B.V. (as
	Pledgor) and also by Wilmington Trust
	(London) Limited (as Pledgee).
GERMANY	Account pledge agreement dated March 4,	“Obligations”
	2010 over bank accounts located in Germany
	granted by SIG Combibloc GmbH & Co KG in
	favor of Wilmington Trust (London) Limited,
	as amended by a confirmation and amendment
	agreement dated August 27, 2010.
	Account pledge agreement dated January 14,
	2011 over bank accounts located in Germany
	granted by SIG Combibloc GmbH & Co KG in
	favor of Wilmington Trust (London) Limited.
	Account pledge agreement dated June 7, 2011
	over bank accounts located in Germany granted
	by SIG Combibloc GmbH & Co KG in favor of

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Wilmington Trust (London) Limited.
	Account pledge agreement dated October 14,
	2011 over bank accounts located in Germany
	granted by SIG Combibloc GmbH & Co KG in
	favor of Wilmington Trust (London) Limited.
	Account pledge agreement dated November 7,
	2012 over bank accounts located in Germany
	granted by SIG Combibloc GmbH & Co KG in
	favor of Wilmington Trust (London) Limited.
	Account pledge agreement dated March 4,
	2010 over bank accounts located in Germany
	granted by SIG Austria Holding GmbH in favor
	of Wilmington Trust (London) Limited, as
	amended by a confirmation and amendment
	agreement dated August 27, 2010.
	Account pledge agreement dated January 14,
	2011 over bank accounts located in Germany
	granted by SIG Austria Holding GmbH in favor
	of Wilmington Trust (London) Limited.
	Account pledge agreement dated June 7, 2011
	over bank accounts located in Germany granted
	by SIG Austria Holding GmbH in favor of
	Wilmington Trust (London) Limited.
	Account pledge agreement dated October 14,
	2011 over bank accounts located in Germany
	granted by SIG Austria Holding GmbH in favor
	of Wilmington Trust (London) Limited.
	Account pledge agreement dated November 7,
	2012 over bank accounts located in Germany
	granted by SIG Austria Holding GmbH in favor
	of Wilmington Trust (London) Limited.
HONG KONG	Security over Shares Agreement dated	“Secured Liabilities”
	February 25, 2010 entered into by Closure
	Systems International B.V. over its shares in
	Closure Systems International (Hong Kong)
	Limited.
	Security over Shares Agreement dated June 1,
	2012 entered into by Graham Packaging
	Company, L.P. over 65% of its shares in

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	Graham Packaging Asia Limited.
HUNGARY	Quota Charge Agreement dated January 29,	“Obligations”
	2010 over quotas in CSI Hungary Kft. granted
	by Closure Systems International B.V. in
	favour of Wilmington Trust (London) Limited.
	Account pledge agreement dated March 4,
	2010 over bank accounts located in Hungary
	granted by SIG Combibloc GmbH & Co. KG in
	favor of Wilmington Trust (London) Limited.
NEW ZEALAND	General Security Deed dated May 28, 2010	“Secured Liabilities”
	between Whakatane Mill Limited and
	Wilmington Trust (London) Limited.
	Specific Security Deed dated May 28, 2010 in
	respect of shares in Whakatane Mill Limited,
	between SIG Combibloc Holding GmbH and
	Wilmington Trust (London) Limited.
	Real property mortgages given by Whakatane
	Mill Limited in respect of the following
	certificates of title: SA685/3; SA658/133;
	SA657/97; SA1743/3; SA942/52; SA5B/958;
	305221 (South Auckland Registry); 577451
	(South Auckland Registry); SA1006/36;
	SA1443/56 and SA802/138.
THAILAND	Share Pledge Agreement in respect of shares in	“Obligations”
	SIG Combibloc Ltd granted by SIG Combibloc
	Holding GmbH dated January 29, 2010
	between SIG Combibloc Holding GmbH as
	pledgor, Wilmington Trust (London) Limited
	as collateral agent and the Secured Parties (as
	defined therein) and the Pledge Supplement
	dated July 6, 2011.
	Conditional assignment of bank accounts
	agreement dated January 29, 2010 between SIG
	Combibloc Ltd. as assignor, Wilmington Trust
	(London) Limited as collateral agent and the
	Secured Parties (as defined therein).
	Conditional assignment of receivables
	agreement dated January 29, 2010 (including
	all supplemental conditional assignment of

24045365v09

		Local term covering
JURISDICTION	DOCUMENTS	“Obligations” as defined in
		the FLICA
	receivables agreements) between SIG
	Combibloc Ltd. as assignor, Wilmington Trust
	(London) Limited as collateral agent and the
	Secured Parties (as defined therein).

24045365v09

		SCHEDULE C
		TO THE REAFFIRMATION AGREEMENT
	Excluded Grantors
JURISDICTION		ENTITY
LUXEMBOURG	1.	Beverage Packaging Holdings (Luxembourg) I S.A.
	2.	Beverage Packaging Holdings (Luxembourg) II S.A.
	3.	Beverage Packaging Holdings (Luxembourg) V S.A.
	4.	Reynolds Group Issuer (Luxembourg) S.A.
NEW ZEALAND	5.	Reynolds Group Holdings Limited
UNITED STATES	6.	Bakers Choice Products, Inc.
	7.	BCP/Graham Holdings L.L.C.
	8.	Beverage Packaging Holdings II Issuer Inc.
	9.	Blue Ridge Holding Corp.
	10.	Blue Ridge Paper Products Inc.
	11.	BRPP, LLC
	12.	Closure Systems International Americas, Inc.
	13.	Closure Systems International Packaging Machinery, Inc.
	14.	Closure Systems International, Inc.
	15.	CSI Sales & Technical Services Inc.
	16.	Evergreen Packaging Inc.
	17.	GPACSUB LLC
	18.	GPC Capital Corp. I
	19.	GPC Capital Corp. II
	20.	GPC Holdings LLC
	21.	GPC Opco GP LLC
	22.	GPC Sub GP LLC
	23.	Graham Packaging Company Inc.
	24.	Graham Packaging GP Acquisition LLC
	25.	Graham Packaging Holdings Company
	26.	Graham Packaging LC, L.P.
	27.	Graham Packaging LP Acquisition LLC

28.	Graham Packaging Minster LLC
29.	Graham Packaging PET Technologies Inc.
30.	Graham Packaging Plastic Products Inc.
31.	Graham Packaging PX Company
32.	Graham Packaging PX Holding Corporation
33.	Graham Packaging PX, LLC
34.	Graham Packaging Regioplast STS Inc.
35.	Graham Packaging West Jordan, LLC
36.	Graham Recycling Company, L.P.
37.	Master Containers, Inc.
38.	Pactiv Germany Holdings, Inc.
39.	Pactiv International Holdings Inc.
40.	Pactiv Management Company LLC
41.	PCA West Inc.
42.	Pactiv Packaging Inc.
43.	Renpac Holdings Inc.
44.	Reynolds Consumer Products Holdings LLC
45.	Reynolds Consumer Products Inc.
46.	Reynolds Group Holdings Inc.
47.	Reynolds Group Issuer Inc.

24045365v09

JURISDICTION		ENTITY
	48.	Reynolds Group Issuer LLC
	49.	Reynolds Manufacturing Inc.
	50.	Reynolds Presto Products Inc.
	51.	Reynolds Services Inc.
	52.	SIG Combibloc Inc.
	53.	SIG Holding USA, LLC
	54.	Southern Plastics Inc.
	55.	Spirit Foodservice, Inc.
	56.	Spirit Foodservice Products, Inc.

24045365v09

24045365v09